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<title>The Godfather: Part two</title>
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<b>				THE GODFATHER
</b>
				 Part Two

				Screenplay by

				Mario Puzo

				    and

			 Francis Ford Coppola




















<b>SECOND DRAFT
</b>
September 24, 1973





<b>FADE IN:
</b>
The Paramount Pictures logo is presented over a simple black
background, as a single trumpet plays the familiar theme of
a waltz.  White lettering fades in:

		     Mario Puzo's THE GODFATHER

There is a pause, as the trumpet concludes, and there is the
additional title: - Part Two -

<b>INT. DON CORLEONE'S OLD OFFICE - CLOSE VIEW ON MICHAEL
</b><b>CORLEONE - DAY
</b>
standing impassively, like a young Prince, recently crowned
King.

CLOSE VIEW ON Michael's hand.  ROCCO LAMPONE kisses his hand.
Then it is taken away.  We can SEE only the empty desk and
chair of Michael's father, Vito Corleone.  We HEAR, over
this, very faintly a funeral dirge played in the distance,
as THE VIEW MOVES SLOWLY CLOSER to the empty desk and chair.

<b>								DISSOLVE TO:
</b>
<b>EXT. A SICILIAN LANDSCAPE - FULL VIEW - DAY
</b>
We can barely make out the funeral procession passing over
the burnt-brown of a dry river bed.  The figures move
slowly, seemingly from out of hundreds of years of the past.

The MUSICIANS walking unsteadily on the rocky bed, their
instruments harsh and blaring.

They are followed by six young peasant men, carrying the
crude wooden coffin on their shoulders.  Then the widow, a
strong large woman, dressed in black, and not accepting the
arms of those walking with her.

Behind her, not more than twenty relatives, few children and
paisani continue alone behind the coffin.

Suddenly, we HEAR the shots of the lupara, and the musicians
stop their playing.  The entire procession scatters in odd
directions along the rocky river bed.

The young men struggle with the burden of the heavy coffin,
throwing it out of balance and nearly crashing to the ground.
We hear a woman SCREAMING:

<b>				WOMAN
</b>			(Sicilian)
		They've killed young Paolo!  They've
		killed the boy Paolo!

<b>EXT. SICILIAN LANDSCAPE - MED. VIEW - DAY
</b>
across the slain body of a fourteen year old boy, lying on
the parched ground.  In the distance we see four or five of
the mourning women, the wind blowing their black dresses and
veils, running up to the body of the boy.  They begin to
wail, and cry out in anguished Sicilian, as the widow, the
mother of the murdered boy, holds her child in her arms, his
fresh blood wetting her strong hands.

<b>EXT. BARONIAL ESTATE - TIGHT MOVING VIEW - DAY
</b>
A boy, eight or nine, with wide, frightened eyes, being
pulled quickly by the hand.  This is VITO ANDOLINI, who is
to become The Godfather.

The VIEW ALTERS revealing that he is being pulled along by
his Mother, the Widow, across a field leading to the
ornamental gates of a Baronial Estate of some forgotten Noble.

At various positions near the gates are men with shotguns,
or lupara.  The gates are opened; and the Widow and her boy
are shown before DON FRANCESCO, a man in his sixties.  He
wears his trousers with suspenders, and an open white shirt
sloppily tucked in over his enormous belly.  He wears a hat
to protect him from the white-hot sun, and proudly displays
a gold watch and chain over his vest.

He sits in a chair, near a group of his men in the garden,
listening to the Widow, who stands before him with her only
son.

<b>				WIDOW
</b>			(Sicilian)
		Don Francesco.  You murdered my
		husband, because he would not bend.
		And his oldest son Paolo, because
		he swore revenge.  But Vitone is
		only nine, and dumb-witted.  He
		never speaks.

<b>				DON FRANCESCO
</b>			(Sicilian)
		I'm not afraid of his words.

<b>				WIDOW
</b>			(Sicilian)
		He is weak.

<b>				DON FRANCESCO
</b>			(Sicilian)
		He will grow strong.

<b>				WIDOW
</b>			(Sicilian)
		The child cannot harm you.

<b>				DON FRANCESCO
</b>			(Sicilian)
		He will be a man, and then he will
		come for revenge.

As she pleads, the Widow moves closer to the Don, until she
has practically thrown herself to her knees before him.

<b>				WIDOW
</b>			(Sicilian)
		I beg you, Don Francesco, spare my
		only son.  He is all I have.  In
		the name of the Holy Spirit, I
		swear he will never be a danger to
		you...

Suddenly, she reaches under her skirt, where she has hidden
a kitchen knife.

<b>				WIDOW
</b>			(continuing)
		But I will kill you myself!
			(she lunges at the
			Mafia chieftain)
		Vitone, go!

The boy runs as fast as he can out through the gates.  Then
there is a lupara blast.  He turns, and sees his Mother
flung a distance of five feet from the short range of the
terrible blast of the shotgun.  Then he sees the men turn
their attention to him.  One fires at him; but the boy is
quick, and disappears into a grove of olive trees.

<b>EXT. STREETS OF CORLEONE - NIGHT
</b>
Two men roam the deserted streets of Corleone, carrying
lupare.  Every so often, they stop, and one shouts in a
loud, almost singsong voice, like a fish peddler.  Their
names are MOSCA and STROLLO.

<b>				MOSCA
</b>			(Sicilian)
		Our Friend promises misery to
		anyone who harbors the boy Vito
		Andolini.
			(he turns and shouts
			in the other direction)
		Our Friend promises misery to
		anyone who harbors the boy Vito
		Andolini.

<b>INT. A HOUSE - NIGHT
</b>
A family quietly eats their dinner.  The father is the local
policeman, as indicated by his uniform jacket and gun,
hanging nearby.

<b>				STROLLO
</b>			(Sicilian, O.S.)
		Our Friend will be hard with any
		family who gives help to Vito
		Andolini.

One of the children looks up, about to speak.  But the
father sternly indicates that nothing must be said.  They go
on with their dinner.

<b>EXT. THE STREETS OF CORLEONE - FULL VIEW - NIGHT
</b>
The men continue walking up and throughout the streets, far
in the distance.

<b>				MOSCA
</b>			(Sicilian O.S.)
		...misery to any family who harbors
		the boy, Vito...

<b>INT. A BARN - NIGHT
</b>
Four little girls watch with wide eyes as their mother and
father bind Vito tightly in swaddled cloth, and then lift
him up to the side of a mule; counter-balancing a heavy load
of firewood.  The father looks at the boy's almost stoically
calm little face.

<b>				FATHER
</b>			(Sicilian)
		Vito...We pray for you.

He pulls the fabric over the boy's face.

<b>				MOSCA
</b>			(Sicilian O.S.)
		...Andolini...

<b>				STROLLO
</b>			(Sicilian O.S.)
		Our Friend promises misery to any
		family...

<b>EXT. THE CHURCH PLAZA - NIGHT
</b>
The men continue on their night-walk, up to the plaza of the
church.

<b>				STROLLO
</b>			(Sicilian)
		...who harbors the boy Vitone
		Andolini.

The figure of a single man on a mule passes them.

<b>				MOSCA
</b>			(Sicilian)
		Let no one give help to the boy
		Vito Andolini...

The man on the mule makes his way out of the village and
disappears into the distance.

We begin to hear, very quietly, the Waltz repeated once again.

<b>EXT. STEAMSHIP - CLOSE VIEW ON VITO - DAY
</b>
huddled in blankets, on the deck of the ship in Steerage.
He does not say a word.  The Waltz grows louder as the VIEW
ALTERS, revealing the hundreds of immigrant families huddled
together with all their earthly possessions on their way to
America.

Then, suddenly, the Waltz stops.

<b>THE NEW YORK HARBOR - DAY
</b>
SILENCE.  We glide past the Statue of Liberty.

VIEW on the IMMIGRANTS standing on shipboard silently;
looking.  Vito is standing with them, his eyes wide.

CAMERA MOVES IN on the statue, then MOVING PAST, on to the
beautiful buildings of Ellis Island.

<b>EXT. ELLIS ISLAND - DAY
</b>
A tugboat pulls a barge brimming with immigrants into the
Ellis Island harbor.  Uniformed officials of the Immigration
Service load them up toward the main building.

<b>INT. ELLIS PROCESSING HALL - DAY
</b>
The hundreds of immigrant families sit on rows of benches in
the great hall.  Various painted lines lead to the steps and
processing rooms above.

There is the babble of many interviews going on
simultaneously, uncertainly, in different languages.

Vito is bundled in an old coat, with a large tag pinned on
it: "Vitone Andolini -- Corleone, Sicilia."

He stands, moves up in the line, when several other immigrant
boys, older than he, rush up an push him back in the line.
Weak from the trip, he falls to the floor.  The boys laugh,
derisive in a language he cannot understand.  He struggles
to his feet, lifting his makeshift bags; staring at them in
an icy hatred.

<b>INT. PROCESSING ROOM - DAY
</b>
Three or four interviews are crowded into the small room;
they are conducted in English.  From the expression on
Vito's face, and from the fragmented of the English, we
realize that he doesn't understand a word of it.

<b>				OFFICIAL
</b>			(English)
		What is your name?

The man waits, impatiently.

<b>				OFFICIAL
</b>		Your name?

Vito doesn't answer.  The Official pulls the tag pinned onto
his coat and copies to down on his form, using a typewriter.

<b>				OFFICIAL
</b>			(speaking as he types)
		Vito...Corleone.  Step up, over
		there.

He hands the form to another official.

CLOSE VIEW on the form.  The name has been entered as Vito
Corleone.

<b>INT. MEDICAL EXAM - DAY
</b>
Vito is stripped to the waist, as other immigrants wait.

The DOCTOR is just finishing his examination.  He shakes his
head, and then writes on the medical form.

<b>				DOCTOR
</b>		Can you understand me?

Vito stares blankly.

<b>				DOCTOR
</b>		You understand?  Smallpox.  Smallpox.

He doesn't understand.  The doctor turns to the Immigration
Official.

<b>				DOCTOR
</b>		Quarantine...six months.

<b>UNDERGROUND PASSAGEWAY - MOVING VIEW - DAY
</b>
Officials move a group of immigrant men, including Vito, to
the quarantine section of the Island.

<b>INT. QUARANTINE HALLWAY - DAY
</b>
The official stops at each doorway, and reads off a name.

<b>				OFFICIAL
</b>		Salvatore Ormenta.

The man moves into the room, and the group proceeds.

<b>				OFFICIAL
</b>		Vito Corleone.

No one responds.  The guard moves to the boy, reads his new
name tag.  And then, not unkindly:

<b>				GUARD
</b>		That's you.

He opens the door, and Vito enters the room.

<b>EXT. THE STATUE OF LIBERTY - DAY
</b>
The VIEW slowly begins to pull back, revealing this to be
the view from inside the quarantine cell, where Vito stands
on his bench, looking out to the statue through the barred
window.

Then he turns, and sits in the corner.  He is silent for a
long time.

Then, in a sweet, pure voice, he sings to himself in Sicilian.

<b>							DISSOLVE TO:
</b>
<b>INT. CATHOLIC CHURCH - MOVING CLOSE SHOT - DAY
</b>
A nine year old boy, dressed immaculately in white, with a
large white silk bow tied to his shoulder, moving slowly
down the aisle of the church with a group of other children
dressed in white.  He has dark black hair, and his face is
unmistakably similar to young Vito's.  He moves slowly, his
hands clasped around a golden missal.  We HEAR only the pure
voice of Vito in Sicilian, his sad song reaching out from
the past, as ANTHONY CORLEONE, his Grandson, moves on the
way to his First Holy Communion more than fifty years later.

<b>FULL VIEW
</b>
The little children move in procession down to the Altar,
where the PRIEST raises the Host, and performs the Communion
Mass in Latin.

<b>				PRIEST
</b>		Ecce Agnus Dei, ecce qui tollit
		peccata mundi.

<b>MOVING VIEW ON THE PRIEST
</b>
and Altar boys, as he moves along the row of kneeling
children, blessing them, and administering their first
Communion.

<b>CLOSE MOVING VIEW
</b>
as the innocent faces receive the Host; finally, the Priest
comes to Anthony.

<b>				PRIEST
</b>		Corpus Christi.

<b>				ANTHONY
</b>		Amen.

<b>EXT. LAKE TAHOE ESTATE - DAY
</b>
The lawns of this great estate on the shore of Lake Tahoe
are covered with guests of a wonderful party to honor the
First Holy Communion of Anthony Corleone, the son of Mr. and
Mrs. Michael Corleone.  A full dance orchestra plays music
of the times on a pavilion bandstand built especially for
the occasion.  Speedboats roar through the water, pulling
youthful waterskiers; and the pool and private harbor are
filled with laughing, swimming guests.  It is Fall of 1958.

<b>MED. VIEW
</b>
Anthony, in his Communion suit sits alone at the table,
looking like a lonely young Prince.

<b>				KAY (O.S.)
</b>		Smile, Anthony.  Smile.

He does, and a flash goes off.

<b>				PHOTOGRAPHER (O.S.)
</b>		Now, one with the whole family.

<b>				KAY (O.S.)
</b>		Mr. Corleone can't right now...

KAY CORLEONE enters from the side, leading her four year old
daughter, MARY, and MAMA CORLEONE to pose with Anthony.

<b>				KAY (O.S.)
</b>		...but we'll get one with the ladies.

<b>				PHOTOGRAPHER
</b>		All together now, c'mon, Anthony...
		CHEESE and
			(flash)

<b>				KAY
</b>		Thank you.

She smiles as she leaves the photographer, and then lets out
a weary sigh to Mama, as she touches the slightly protruding
belly.

<b>				KAY
</b>		Do you think it'll show in the
		picture?

<b>				MAMA
</b>		Two months never shows.  Two months
		look like you had a big lunch.

<b>				VOICE (O.S.)
</b>		Oh, Mrs. Corleone.

A slender, aristocratic WOMAN in her late forties is waving
to KAY.

<b>				MRS. BARRETT
</b>		Hello, Mrs. Corleone.  I'm Fran
		Barrett, our place is just down the
		lake.  This is my husband, Marshall.

<b>				KAY
</b>		I'm so happy you could come.

<b>				MR. BARRETT
</b>		The place is transformed.  We've
		been watching workmen come and go
		all summer.

<b>				MRS. BARRETT
</b>		Where is Mr. Corleone?

<b>				KAY
</b>		A business meeting ran late...but
		he promised he wouldn't be long.

Kay puts her arm around little Anthony's shoulder.

<b>				KAY
</b>		This is our son Anthony Vito
		Corleone.  Today he made his First
		Holy Communion.

<b>EXT. TAHOE GATE AND KENNELS - DAY
</b>
A confusion of cars; arriving and parking.  The squad of
parking attendants are supplemented by a whole team of the
local Police, working as high-class parking valets.

A very beautiful, statuesque woman, though slightly drunk,
DEANNA DUNN, slams the door of a powder blue Mercedes and
hurries barefoot through the great stone gate.

<b>				DEANNA
</b>		I will not shut my mouth, and keep
		your Goddamn hands off of me!

She is followed by a harried, FREDDIE CORLEONE, dressed with
flash in the Hollywood style, and carrying her shoes in his
hands.

<b>				FREDO
</b>		Honey!  Wait a minute; let's go for
		a drive.

<b>				DEANNA
</b>		I just had a drive; besides, I want
		to see my brother-in-law Michael.

<b>				FREDO
</b>			(trying to get her to
			put her shoes on)
		Yeah, but I don't want him to see
		you.

Deanna pauses reflectively a moment, allowing Fredo to get
her shoes on.

<b>				DEANNA
</b>		What beats me, is how you guys
		could be brothers.  You musta been
		your Mother's rotten egg.

She kicks off the shoes, giggling, and runs toward a waiter.

<b>				DEANNA
</b>			(lifting a glass of champagne)
		Young man, young man...thank you,
		young man.

<b>				WAITER
</b>			(impressed)
		Excuse me, but aren't you...

<b>				DEANNA
</b>		Yes, you saw me in the movies, Good
		Humor man, and yes, I had more off
		than my shoes!

<b>				FREDO
</b>		Goddamn bitch.

<b>				DEANNA
</b>		Relax, Freddie honey.  Come dance
		with me.

She extends her hand to him.

<b>				FREDO
</b>		Listen, Michael's got a lot of nice
		people here.  Friends of Kay's.
		He'll never forgive me if you ruin
		his party.

<b>				DEANNA
</b>		I hate to see you cringe in front
		of him.  How come you're so scared
		of your own kid brother?

<b>				FREDO
</b>		He's the head of the family.

Disgusted, she turns around, and heads toward the music.

<b>				DEANNA
</b>		Don't follow me!

<b>EXT. TAHOE LAWN AND TABLES - MED. SHOT - DAY
</b>
Rushing through the tables, waving an arm jangling with gold
jewelry, and carrying several gift-wrapped packages, is a
hardened and aging CONNIE CORLEONE.  She is followed by a
blond, and wrinkled-handsome escort named MERLE.

<b>				CONNIE
</b>		Mama...Mama!  Here I am!

She throws her arms around her Mother, who returns the
affection somewhat reproachfully.

<b>				MAMA
</b>		Constanzia.  We expected you last
		week; we sent the car to pick you
		up at the airport last week.

<b>				CONNIE
</b>		I know, it was chaos; but anyway,
		here I am one week late.
			(lifting a shiny
			green package out of
			Merle's arms)
		This is for my Mama.  You remember
		Merle?

<b>				MAMA
</b>			(not giving him a
			chance to greet her)
		Yes, thank you.

<b>				CONNIE
</b>		How are the kids?

<b>				MAMA
</b>		Well, thank you, they asked for you
		all week.

<b>				CONNIE
</b>		I got surprises for everybody!

<b>				MAMA
</b>			(glancing at the wrapping)
		Bought at the airport.

<b>				CONNIE
</b>			(gazing about)
		This is swell.  Where's Michael?
		I've got things to get straight
		with him and I can't wait on line.

<b>				MAMA
</b>		You go see your children first, and
		then you wait to see your brother
		like everybody else.

<b>EXT. THE BOATHOUSE - DAY
</b>
A porch-like foyer of the boathouse, where a group of five
or six men wait, some nervously.  Some sit, and some pace.

<b>MED. CLOSE VIEW
</b>
on one of these men, FRANKIE PENTANGELI, approaching his
sixties, with gray hair (the little of it left).  He's a bit
scruffy, this morning's shave of his white beard is not
perfect, and he seems tired.  He is accompanied by an
associate-bodyguard, WILLY CICCI; thin and dark, and also
dressed up for the occasion.  Frankie tries to get the
attention of one of the waiters; a college-groomed young man
in white sports jacket and black bow-tie.

<b>				PENTANGELI
</b>		Hey, kid!  You got any red wine?

<b>				WAITER
</b>			(offering the tray)
		Only champagne and cocktails.

<b>				PENTANGELI
</b>		Forget it...

Finally, he sees someone he recognizes, Fredo, and shouts
out in a husky voice:

<b>				PENTANGELI
</b>		Fredo!  Sonuvabitch.  You look great.

Fredo squints in his direction; finally recognizes him.

<b>				FREDO
</b>		Who's that?  Pentangeli?  Frankie
		"Five-Angels"...thought you were
		never coming West.

<b>				PENTANGELI
</b>			(affectionately)
		Gotta check up on my boys.  Hey,
		what's with the food?  Some kid in
		a white jacket brings me a ritz
		cracker with some chopped liver.
		'Canapes,' he says.  I say, 'Can a
		peas, my ass, that's a ritz cracker
		with chopped liver.' Go get me a
		salami sandwich and a glass of wine
		or I'll send you and your white
		jacket to the dry cleaners!

They get a good laugh at this fresh breath of New York.

<b>				FREDO
</b>		Gee, Frankie, it's good to see you.
		Reminds me of old times.

<b>				PENTANGELI
</b>		You remember Willy Cicci, don't
		you, Freddie?  We was all together
		with the old man Clemenza in
		Brooklyn... before...uh...

<b>				FREDO
</b>		We were all upset about that.

<b>				PENTANGELI
</b>		That's what I'm here to talk to
		your brother about.  What's with
		him, I got to get a letter of
		introduction to have a 'sitdown'?

<b>				FREDO
</b>			(throwing his arm
			around him)
		C'mon, I see what I can do.

<b>EXT. TAHOE PAVILION - MED. VIEW - DAY
</b>
The orchestra wears white summer sportcoats and black tuxedo
slacks as they play a tango behind monogrammed music stands.
A professional dance team, probably imported from Vegas,
dance the tango for the excited guests.

<b>INT. TAHOE BOATHOUSE - DAY
</b>
A large and very beautiful room overlooking the lake.  It is
dominated by an enormous bar, behind which stands ALBERT
NERI, discreetly in the background.

MICHAEL CORLEONE sits on a large sofa, his back to us.
Standing to one side is a tired and somewhat uneasy TOM
HAGEN.  Standing before Michael is SANDRA CORLEONE, Sonny's
widow; her daughter, one of the twins, FRANCESCA CORLEONE,
and a handsome young man of twenty, GARDNER SHAW.

<b>				SANDRA
</b>		Michael, this is Gardner Shaw.
		Francesca and he have been seeing
		each other for six months now.
		Gardner, this is Francie's Uncle
		Michael.

<b>				GARDNER
</b>			(a little nervous)
		I've heard a lot about you, Mr.
		Corleone.

<b>				MICHAEL (O.S.)
</b>		Sit down.  Francie.

The couple sit themselves on the sofa opposite Michael.

<b>				SANDRA
</b>		They would like to set an engagement
		date, and...

<b>				MICHAEL
</b>		Let them speak for themselves.

VIEW ON MICHAEL, calm, thoughtful.  One can tell that he has
special affection for his niece.

<b>				FRANCESCA
</b>		We love each other, Uncle Michael.
		And, we want to be married.  I came
		to ask for your blessing.

There is a loud KNOCKING on the door; then Fredo's voice.

<b>				FREDO (O.S.)
</b>		Hey, Mike...guess who's here?

Neri goes to answer it, cracks the door open.

<b>				NERI
</b>		Not now, Freddie...

<b>				FREDO
</b>		Tell Mike Frankie 'Five-Angels' is
		here.

<b>				NERI
</b>		Not now...

Neri closes the door, and Michael looks at the nervous young
man.

<b>				MICHAEL
</b>		Francesca is my oldest brother's
		daughter.  He died many years ago,
		and ever since I've felt much more
		of a father than an uncle.  I love
		her very much.  I'm pleased and
		impressed that you had the thought
		to come to me before going on with
		your plans.  It shows me that
		you're a considerate man, and will
		be good to her.  What are you
		studying in college?

<b>				GARDNER
</b>		My major is Fine Arts, sir.

<b>				MICHAEL
</b>		How will Fine Arts support your new
		wife?

<b>				GARDNER
</b>		It's embarrassing to say, sir, but
		I'm a major stockholder in the
		family corporation.

<b>				MICHAEL
</b>			(smiling)
		Never be embarrassed by your wealth.
		This recent contempt for money is
		still another trick of the rich to
		keep the poor without it.
			(warmly)
		Of course I give you my blessing.
		Let's set the wedding soon...it
		will be my pleasure to give the
		bride away.

They all smile, and rise.

<b>				MICHAEL
</b>			(continuing)
		...and take a few courses in
		Business Administration just to be
		on the safe side!

They laugh; Michael moves toward them.  Francesca throws her
arms around him, and kisses her favorite uncle.  The flushed
young man shakes his hand heartily.

<b>				FRANCESCA
</b>		Thank you, Uncle Michael.

They all take their leave; Michael turns to Hagen.

<b>				MICHAEL
</b>		Make her dowry impressive.  He
		comes from a family who still
		thinks an Italian bride goes
		barefoot.

<b>EXT. TAHOE SWIMMING POOLS AND HARBOR - DAY
</b>
Francesca and Gardner are greeted by her twin sister and
their young friends, who squeal and embrace at the good news.
Someone throws someone in the pool, and life is good.

<b>MED. CLOSE
</b>
Francesca kisses her Aunt Kay.

<b>				FRANCESCA
</b>		Uncle Michael is the greatest man
		ever!

VIEW on Kay - happy for her niece.

<b>INT. TAHOE BOATHOUSE - DAY
</b>
Michael sits in the darkened boathouse.  Tom Hagen paces.
Michael is looking at photographs.  Neri stands over him.

<b>CLOSE ON MICHAEL
</b>
studying the pictures.

<b>				NERI (O.S.)
</b>		His name is Fred Vincent.  He owns
		a small pizza parlor in Buffalo...

<b>CLOSE ON THE PICTURES
</b>
Snapshots of a middle-aged man, handsome, Italian.  There is
something familiar about him.

<b>				NERI (O.S.)
</b>			(continuing)
		...American wife and two small kids.
		We traced him and found that he's
		in the country illegally, from
		Sicily...

Michael looks at another picture.  The same man.  Only
younger, and dressed in Sicilian shepherd's clothing.  We
remember him as FABRIZZIO...Michael's traitorous bodyguard
in Sicily.

<b>				NERI (O.S.)
</b>		...came over around 1956.  Sponsored
		by the Barzini Family.

Michael puts the pictures down.

<b>				MICHAEL
</b>		It's him.  Fabrizzio.
			(almost to himself)
		Revenge is a dish that tastes best
		when it's cold.

<b>				NERI
</b>		How do you want me to handle it?

Michael glances at Hagen, who has been waiting in the room.

<b>				MICHAEL
</b>		Later.  Tom?

Hagen brings him a folder; then, as Michael glances through
it:

<b>				HAGEN
</b>		I've cleared it through the
		Senator's chief aide, a man named
		Turnbull.  Turnbull's a heavy
		gambler, and into us for over a
		hundred grand, so I figure his
		information is reliable.

Neri moves to the bar, to prepare Michael a drink.

<b>				HAGEN
</b>		The Senator can be set up; but he
		thinks of himself as a clean
		politician.  So it's got to be on
		terms he can live with: campaign
		contribution, donation to a
		charitable cause that he controls,
		things like that.  If he gets even
		the inkling that you think you're
		buying him, he'll freeze up.
		Nevada's a funny state, they like
		things both ways here... All right.
		Turnbull says the Senator will be
		here at two-thirty, and he's been
		primed.  He knows you'll want to
		meet with him alone, and he knows
		it's about the Tropicana's license.
		At any rate, he expects to be
		introduced around to some of the
		influential people here today, and
		generally treated as an ordinary
		guest.  Just go light on him,
		Mikey, sometimes the biggest crooks
		don't like to think of themselves
		as crooks...

Michael glances at Hagen, as though that last remark was
unnecessary.

<b>				HAGEN
</b>		I'm sorry; of course, you know that.

<b>				MICHAEL
</b>		Two-thirty.  That gives me time to
		see my boy.

<b>				HAGEN
</b>		Connie's outside.

Michael doesn't want to see her.

<b>				HAGEN
</b>		I promised; she said it was urgent.

Michael nods.

<b>				MICHAEL
</b>		All right.  Apologize to Pentangeli.

Neri opens the door; Hagen exits, and Connie steps in
impatiently, followed by Merle.

<b>				MICHAEL
</b>		I said I would see my sister, alone.

<b>				MERLE
</b>		I think this concerns me too.
			(taking a cigarette
			from the dispenser)
		You don't, do you?

Connie steps forward, kisses Michael on the cheek.

<b>				CONNIE
</b>		How are you, honey?  You've met
		Merle, haven't you.  He was with me
		in Vegas.

<b>				MICHAEL
</b>		I saw him with you.

<b>				CONNIE
</b>		We're going to Europe next week.  I
		want to get passage booked on the
		Queen.

<b>				MICHAEL
</b>		Why do you come to me?  Why don't
		you go to a travel agent?

<b>				MERLE
</b>		We're going to get married first.

Michael is silent.  Then he rises, and moves to the window
overlooking the lake.

<b>				MICHAEL
</b>		The ink on your divorce isn't dry.
		Your children see you on weekends;
		your oldest boy, Michael Francis...
		was in some trouble with the Reno
		police over some petty theft that
		you don't even know about.

<b>				CONNIE
</b>		Michael...

<b>				MICHAEL
</b>		You fly around the world with lazy
		young men who don't have any love
		for you, and use you like a whore.

<b>				CONNIE
</b>		You're not my father!

<b>				MICHAEL
</b>		Then why do you come to me?

<b>				CONNIE
</b>		Because I need MONEY!

<b>				MICHAEL
</b>			(softly)
		Connie, I want to be reasonable
		with you.  You have a house here,
		with us.  You can live here with
		your kids...and you won't be
		deprived of anything.  I don't know
		much about Merle; I don't know what
		he does for a living; what he lives
		on.  Why don't you tell him marriage
		is really out of the question; and
		that you can't see him any more.
		He'll understand.  But if you
		disobey me, and marry this pimp...it
		would disappoint me.

<b>				CONNIE
</b>		It was my father's money; and I'm
		entitled to what I need.  Where is
		Tom Hagen?

She turns angrily, leaving Michael standing face to face
with Merle.

<b>				MICHAEL
</b>		Are you finished?

<b>				MERLE
</b>		I think so.

<b>				MICHAEL
</b>		Then out.

Merle puts out his cigarette and leaves, quickly.

<b>EXT. TAHOE PAVILION - FULL VIEW - DAY
</b>
The orchestra has struck up a "Paul Jones," where two
concentric circles of young people march in opposite
directions, until the music stops.  Then they take whomever
is opposite them as their new dance partner.

<b>VIEW ON THE HARBOR AREA
</b>
Francesca and her twin, Gardner and their elite young
friends roar out of the private harbor, to get up on the
water skis.  We notice ROCCO LAMPONE, move along a path
leading to a separate and more private boathouse.  A small
covered craft approaches, ties off, and a group of three men
step on to the pathway, shake hands with Lampone - and
follow him to the large boathouse where Michael conducts his
business.

<b>CLOSE VIEW
</b>
Pentangeli has led Mama up to the dance floor, and is having
some difficulty with the orchestra.

<b>				PENTANGELI
</b>		I can't believe that out of thirty
		professional musicians, not one of
		you is Italian!
			(as the musicians laugh)
		C'mon, give us a tarantella.

He waves his hands, conducting, and singing.  The piano
starts a vamp, the drums uncertainly join in.  A clarinet
starts to play "Pop Goes the Weasel," and soon the rest of
the orchestra is playing that.  They look to Pentangeli for
approval.  Disgusted, he goes back to his table, eating a
handful of canapes.

<b>INT. THE BOATHOUSE - DAY
</b>
Rocco ushers an older Italian, bundled up against the cold
and wet of his boatride, to Michael.

The man shows respect to Michael, who quickly indicates that
Neri should get him a drink.

<b>				MICHAEL
</b>		Rocco, his friends must be hungry.
		See what you can do, but I'd like
		to keep them away from the guests.

The older man, JOHNNY 'BLUE BOY' OLA, gestures to his
bodyguards, and they follow Lampone.

<b>				MICHAEL
</b>		You know my lawyer, Tom Hagen.
		Johnny Ola.

<b>				OLA
</b>		Sure, I remember Tom from the old
		days.

Tom shakes hands with Ola, remembering him, and his
importance.

<b>				MICHAEL
</b>		Tom isn't going to sit in with us,
		Johnny.  He only handles specific
		areas of the family business.  Tom?

<b>				HAGEN
</b>		Sure, Mikey.

He gathers up some of his papers, as the three men remain
silent, waiting for him to go before they talk.  It's clear
Tom doesn't want to be excluded.

<b>				HAGEN
</b>		If you need anything, just...

<b>				MICHAEL
</b>		Just tell Rocco I'm waiting.

Hagen nods and leaves.  As soon as the door closes:

<b>				OLA
</b>		I just left our friend in Miami.

<b>				MICHAEL
</b>		How is his health?

<b>				OLA
</b>		Not good.

<b>				MICHAEL
</b>		Is there anything I can do; anything
		I can send?

<b>				OLA
</b>		He appreciates your concern,
		Michael, and your respect.

There's a KNOCK on the door; a moment, and then Rocco
quietly enters and takes his place without disturbing the
conversation.

<b>				OLA
</b>		The hotel's registered owners are
		one Jacob Lawrence, and Sidney
		Barclay, both Beverly Hills
		attorneys.  In reality it's split
		between the Old Lakeville Road
		Group from Cleveland, and our
		friend in Miami.  He takes care of
		others outside the country, you
		know who I mean.  Meyer Klingman
		runs the store, and does all right,
		but I've been instructed to tell
		you, that if you move him out, our
		friend in Miami will go along with
		you.

<b>				MICHAEL
</b>		He's very kind, tell him it's
		appreciated.  I'm sure it will be
		profitable all the way around.

<b>				OLA
</b>		He always makes money for his
		partners.  One by one, our old
		friends are gone.  Death, natural
		or not, prison, deported.  Our
		friend in Miami is the only one
		left, because he always made money
		for his partners.

The door opens suddenly, and standing there in his white
Communion suit, is Michael's boy Anthony.  A moment later,
Kay appears, and takes the boy's hand.

<b>				KAY
</b>		Anthony, Daddy's busy.

<b>				MICHAEL
</b>			(rising)
		This is my boy, and my wife.  Mr.
		John Ola of Miami.

<b>				KAY
</b>		I'm sorry, Michael.  Senator
		Geary's here, and Mr. and Mrs.
		Barrett wanted to thank you before
		they left.  Won't you join us, Mr.
		Ola?

<b>				MICHAEL
</b>		Mr. Ola's just leaving, Kay.
		Please tell the Senator I won't be
		a minute.

Pause; she stands there a moment.

<b>				MICHAEL
</b>			(continuing)
		Kay.

<b>				KAY
</b>		Yes, Michael.

<b>EXT. THE BOATHOUSE - DAY
</b>
Kay closes the door.  It seems as though Michael has violated
some sort of promise to her by having this man here today.
She looks up toward the first boathouse.

<b>WHAT SHE SEES:
</b>
The covered launch, and Ola's three bodyguards, eating while
they wait.

<b>MED. VIEW
</b>
Anthony runs away from her, heading toward the house.

<b>				KAY
</b>		Anthony!
			(she runs after him)
		Anthony, where are you going?

Moodily, the boy stops, turns, and walks back to his table
of honor without answering her.

<b>EXT. TAHOE TABLES AND PAVILION - VIEW ON THE PAVILION - DAY
</b>
The orchestra has taken its break; now two couples in formal
dress are performing the Quartet from Rigoletto.

<b>VIEW ON HAGEN
</b>
sitting by himself, a little down, having a drink.  He's
waiting for Michael to re-summon him.  SANDRA, Sonny's
widow, sits opposite him.

<b>				HAGEN
</b>		Where's my wife?

<b>				SANDRA
</b>		With Mama, putting the baby to
		sleep.  Francesca's very happy.
		Michael was kind to her.  She
		idolizes him.
			(pause; she looks at
			a despondent Hagen)
		The children are all out in the
		speedboat.  I'm going to my house.

Sandra gets up, still an attractive woman, and walks alone
to the back path that leads to her home on the estate.

<b>VIEW ON THE PAVILION
</b>
The returned orchestra strikes a big, show-biz chord,
intended to command the guests' attention.

The orchestra LEADER raises his hands for silence, and makes
an announcement over the P.A. system.

<b>				MAESTRO
</b>		Ladies and gentlemen, a most
		distinguished guest would like to
		say a few words: Senator and Mrs.
		Pat Geary of the state of Nevada!

A big hand, as the smiling SENATOR introduces his WIFE by
holding her arm up to the crowd, and then proceeds alone to
the bandstand.

<b>MED. VIEW
</b>
Michael stands with Kay and Mrs. Geary.  The Senator's
presence seems to be a statement of political and social
status.

A little distance away, his beautiful son Anthony sits
quietly, in an unmistakably morose mood.

<b>INT. TAHOE - SANDRA'S HOUSE - DAY
</b>
We HEAR the applause and whistles echoing in the distance.
Sandra stands in her bedroom, looking at the door.  We SEE a
photograph of SONNY, and also one of their wedding.

A moment goes by, and then Tom Hagen enters, closing the
door behind him.

We begin to HEAR Senator Geary's amplified voice resounding
over the lake.  Hagen moves to Sandra.  She takes him in her
arms, comforting, holding his head against her full breast.

<b>				HAGEN
</b>			(quietly)
		He doesn't want my help any more.
		He doesn't need it.

<b>				SANDRA
</b>		We don't know that's true, he never
		said that.

<b>				HAGEN
</b>		I can feel it in the way he talks
		to me.

He moves to the dresser; pours himself a drink.

<b>				HAGEN
</b>		Just now when Johnny Ola showed up,
		he asked me to leave them alone.
		Ola is Hyman Roth's Sicilian
		contact.  I was on the inside of
		ten, twenty meetings with him.  But
		today Mike asked me to leave, like
		an outsider.

<b>				SANDRA
</b>		Talk to him.  Tell him how you feel.

<b>				HAGEN
</b>		It's as though he blames me for the
		ground the family lost when I was
		Consigliere to Sonny.

Sandra pulls Hagen to her, and kisses him passionately on
the mouth.

<b>				HAGEN
</b>		I love Michael, I want to help him,
		be close to him.  I don't want to
		end up a third string lawyer making
		property settlements for the hotels.

Sandra knows he needs her.  Slowly she begins to undress.

<b>				SANDRA
</b>		We have a little time now.

<b>EXT. THE PAVILION - VIEW ON SENATOR GEARY - DAY
</b>
<b>				SENATOR GEARY
</b>		...my thanks, and the thanks of the
		young people of the State of
		Nevada, for this most impressive
		endowment...
			(he holds a check in
			his hand)
		...made to the University in the
		name of Anthony Vito Corleone.
		Thank you, Mr. and Mrs. Michael
		Corleone.

Applause.  Senator Geary returns the microphone to the
Maestro who adds:

<b>				MAESTRO
</b>		And now, the Nevada Boys' Choir
		have prepared a special thank you
		for Mr. Michael Corleone.

He turns to a small Choir Master, who leads the Boys' Choir
in a choral arrangement of "MR. WONDERFUL."

<b>VIEW ON SENATOR GEARY
</b>
shaking hands with Michael, as Press Photographers snap
pictures, showing the check; showing a special award of
Gratitude from the State; Mrs. Corleone and Mrs. Geary; all
together; Michael and his son; Senator Geary and Michael's
son; and on and on.  In the midst of this:

<b>				SENATOR GEARY
</b>		Where can we meet alone?

Michael indicates the boathouse a distance away, where Neri
seems to be waiting for them.  Then Michael leans to Rocco:

<b>				MICHAEL
</b>		Find Hagen.

Rocco sets off; as more pictures are taken, and the:

<b>BOYS' CHOIR
</b>
sings its lovely arrangement of "Mr. Wonderful."

<b>INT. TAHOE BOATHOUSE - MED. VIEW - DAY
</b>
Michael, the Senator, Neri and Rocco make a group in the
dark, large room.

<b>				MICHAEL
</b>		It was very kind of you to come to
		my home on this occasion, Senator.
		My wife has been very concerned
		with making a good impression on
		the people who are our neighbors,
		and your appearance here has made
		her very happy.  If I can ever
		perform a service for you, you only
		have to ask.

The door opens, and Hagen sheepishly makes his way in.

<b>				MICHAEL
</b>		My lawyer, Tom Hagen.  He arranged
		this all through your man Turnbull.

<b>				SENATOR GEARY
</b>		I thought we would meet alone.

<b>				MICHAEL
</b>		I trust these men with my life.
		They are my right arms; I cannot
		insult them by sending them away.

<b>				SENATOR GEARY
</b>			(taking out some medication)
		Some water.

He addresses that to Neri, who resentfully goes to fetch the
Senator a glass of water.

<b>				SENATOR GEARY
</b>		Alright, Corleone.  I'm going to be
		very frank with you.  Maybe more
		frank than any man in my position
		has ever spoken to you before.

Michael nods, indicating that he should do so.

<b>				SENATOR GEARY
</b>		The Corleone family controls two
		major hotels in Vegas; one in Reno.
		The licenses were grandfathered in,
		so you had no difficulties with the
		Gaming Commission.  But I have the
		idea from sources...
			(takes the water from
			Neri and swallows his pills)
		...that you're planning to move in
		on the Tropicana.  In another week
		or so you'll move Klingman out,
		which leaves you with only one
		technicality.  The license, which
		is now in Klingman's name.

<b>				MICHAEL
</b>		Turnbull is a good man.

<b>				SENATOR GEARY
</b>		Let's forget the bullshit, I don't
		want to stay here any longer than I
		have to.  You can have the license
		for two hundred and fifty thousand
		in cash, plus a monthly fee equal
		to five percent of the gross...

Michael is taken aback; he looks at Hagen.

<b>				SENATOR GEARY
</b>		...of all three Corleone hotels.

Hagen is frustrated; all his information was wrong.

<b>				MICHAEL
</b>		Senator Geary, I speak to you as a
		businessman who has made a large
		investment in your state.  I have
		made that state my home; plan to
		raise my children here.  The
		license fee from the Gambling
		Commission costs one thousand
		dollars; why would I ever consider
		paying more?

<b>				SENATOR GEARY
</b>		I'm going to squeeze you, Corleone,
		because I don't like you; I don't
		like the kind of man you are.  I
		despise your masquerade, and the
		dishonest way you pose yourself and
		your fucking family.

<b>VIEW ON HAGEN
</b>
glances at Michael.

<b>VIEW ON MICHAEL
</b>
makes no outward reaction.

<b>				MICHAEL
</b>			(quietly)
		We're all part of the same
		hypocrisy, Senator.  But never
		think it applies to my family.

<b>				SENATOR GEARY
</b>		All right, then let me say you'll
		pay me because it's in your
		interests to pay me.

<b>VIEW ON GEARY
</b>
rising.

<b>				SENATOR GEARY
</b>		I'll expect your answer, with
		payment, by tomorrow morning.  Only
		don't contact me...from now on,
		deal only through Turnbull.

He is almost out the door.

<b>				MICHAEL
</b>		Senator...
			(cold and calm)
		...you can have my answer now if
		you'd like.

Geary turns back.

<b>				MICHAEL
</b>		My offer is this.  Nothing...not
		even the thousand dollars for the
		Gaming Commission, which I'd
		appreciate if you would put up
		personally.

Geary returns Michael's hard look; then laughs and leaves.
Slowly Michael turns to Hagen.

<b>VIEW ON HAGEN
</b>
embarrassed at being so off the mark.

<b>				MICHAEL
</b>		It's all right, Tom, we'll talk
		later.  Tell Frankie Pentangeli I'd
		like him to have dinner at my
		family table before we do business.

<b>EXT. THE PAVILION - NIGHT
</b>
Now the light has faltered, and the young waiters have put
up the night lights.  The tables are all properly set for
dinner, with candles on each one.

The orchestra is playing quiet, unobtrusive dinner music,
and many of the guests have begun to help themselves to the
impressive buffet, under a party tent.

<b>MED. VIEW
</b>
Michael sits at a large table with Kay, his son Anthony,
Mama, Hagen and TERESA, Connie and Merle' Fredo and Deanna,
and Frankie Pentangeli.

<b>				MAMA
</b>		Cent' Anne.

This, the table of honor, all raise their glasses and repeat
the toast.

<b>				DEANNA
</b>		What's 'cent' Anne?'

<b>				FREDO
</b>		A hundred years...it's a toast.

<b>				CONNIE
</b>		It means we should all live happily
		for one hundred years.  The family.
		If my Father were alive, it'd be
		true.

<b>				MAMA
</b>		Connie.

<b>				CONNIE
</b>		Merle, have you met my sister-in-
		law Deanna?

<b>				DEANNA
</b>		What a pleasure, Merle.
			(shaking hands)


<b>				MAMA
</b>			(Sicilian)
		Those two are perfect for each other.

<b>				MERLE
</b>		What's that mean?

<b>				CONNIE
</b>		Mama!

<b>				PENTANGELI
</b>			(Sicilian)
		Michael, in all respect, I didn't
		come three thousand miles for dinner.

<b>				MICHAEL
</b>			(Sicilian)
		I know.

<b>				PENTANGELI
</b>			(Sicilian)
		When do we talk?

<b>				MICHAEL
</b>			(Sicilian)
		After dinner.

By now, the conversation has become exclusively Sicilian,
with Merle and Deanna, looking from side to side like in a
tennis match.  Finally, Kay, to be polite:

<b>				KAY
</b>		Anthony, you were talking to Mr.
		Pentangeli?

<b>				ANTHONY
</b>		His name is "Five-Angels."

<b>				PENTANGELI
</b>		Yeah, the kid and me talked Sicilian.
		A one-way conversation!

<b>INT. TAHOE BOATHOUSE - NIGHT
</b>
Pentangeli is angry; but because it is Michael he is talking
to, he keeps his voice low and represses his desire to shout.

<b>				PENTANGELI
</b>		Sure, Pete Clemenza died of a heart
		attack, but the Rosato Brothers
		gave it to him.

<b>				MICHAEL
</b>		We were all heartbroken at the
		news; but that wasn't cause to
		start a war.

<b>				PENTANGELI
</b>		Okay, now it's my family in
		Brooklyn; and I wanna keep up
		Clemenza's loyalty to you.  But how
		can I run my family with you
		challenging my every move?  You're
		too far from the street, Mike, the
		only way to reason with the Rosato
		Brothers is to whack 'em and whack
		'em fast.

<b>				MICHAEL
</b>		You were unfair with them.

<b>				PENTANGELI
</b>		Says who?

<b>				MICHAEL
</b>		Clemenza promised Rosato three
		territories in the Bronx after he
		died, and then you took over and
		welched.

<b>				PENTANGELI
</b>		Clemenza promised them nothing, he
		hated the sonsuvbitches.

<b>				MICHAEL
</b>		They feel cheated.

<b>				PENTANGELI
</b>		Michael, you're sitting up here in
		the Sierra Mountains with champagne
		cocktails making judgment on the
		way I run my family.

<b>				MICHAEL
</b>			(suddenly in Sicilian)
		Your family still carries the name
		Corleone, and you will run it like
		a Corleone!

<b>				PENTANGELI
</b>			(Sicilian)
		And while I feed my family in New
		York, you put the knife in my back
		in Miami.

<b>				MICHAEL
</b>			(firm)
		Frankie, you're a good old man, and
		you've been loyal to my Father for
		years...so I hope you can explain
		what you mean.

<b>				PENTANGELI
</b>		The Rosatos are running crazy;
		taking hostages, spitting in my
		face, because they're backed by the
		Jew in Miami.

<b>				MICHAEL
</b>		I know.  That's why I want you to
		be fair with them.

<b>				PENTANGELI
</b>		How can you be fair with animals?
		They recruit niggers and spicks;
		they do violence in their own
		Grandmother's neighborhoods.  And
		everything is dope and whores; the
		gambling is left to last.  Let me
		run my family without you on my
		back.  I want them taken care of.

<b>				MICHAEL
</b>		No.  There are things that I have
		planned with Hyman Roth.  I don't
		want them disturbed.

<b>				PENTANGELI
</b>		You give your loyalty to a Jew over
		your own blood.

<b>				MICHAEL
</b>		Frankie, you know my father
		respected Roth, did business with
		him.

<b>				PENTANGELI
</b>		He did business...but he never
		trusted him.

Pentangeli takes his hat, and leaves.

<b>				NERI
</b>		Should he go?

<b>				MICHAEL
</b>		The old man had too much vino
		rosso, or he'd never talk openly
		that way.  Let him go back to New
		York; I've already made my plans.
			(he checks his watch)
		It's late; I've spent so little
		time at the party.

<b>EXT. THE LAWNS AND TABLES - FULL VIEW - NIGHT
</b>
By now the sun has fallen and the lawns of the Corleone
estate are lit by moonlight.  Beautifully dressed couples
dance as the orchestra plays a foxtrot of the late fifties.

<b>VIEW ON THE DANCE FLOOR
</b>
Deanna has been dancing with Fredo; she has gotten drunk and
it teasing her husband by flirting with other men on the
floor.

<b>				DEANNA
</b>		I wanta dance...whatsa matter with
		that?

<b>				FREDO
</b>		Dancing is alright; you're falling
		on the floor.

<b>				DEANNA
</b>		Whatsamatter, you don't want me to
		dance with him 'cause he's a man!

<b>				FREDO
</b>		Deanna, I'm going to belt you right
		in the mouth!

<b>				DEANNA
</b>		These Eye-ties are really crazy
		when it comes to their wives.

By now guests are starting to notice the disturbance;
Michael is with Kay, and some friends; Rocco catches his eye.

<b>				DEANNA (O.S.)
</b>		Jesus, never marry a WOP, they
		treat their wives like shit.

VIEW on Kay, listening, embarrassed by her flashy sister-in-
law.

<b>VIEW ON FREDO AND DEANNA
</b>
Rocco passes by Fredo and whispers:

<b>				ROCCO
</b>		Freddie, Mike says take care of it,
		or I have to.

<b>				DEANNA
</b>		He's a friend of your brother!

Without another word, Rocco grabs firm hold of her and
whisks her out of the crowd.

<b>				DEANNA
</b>		"Shuffle off to Buffa...
		Shuffle off to Buffa...
		Shuffle off to Buffalooooo..."

Freddie mops his forehead, and moves to Michael.

<b>				FREDO
</b>		Hey Mike, what can I say?

<b>				MICHAEL
</b>		Forget it, just go take care of her.

<b>EXT. THE HARBOR DECK - NIGHT
</b>
A large group of Tahoe teenagers join the Corleone youngsters
sitting around a large fire out by the harbor.  Gardner and
Francie, sitting arm in arm.

<b>EXT. TABLE OF HONOR - MED. VIEW - NIGHT
</b>
Little Anthony, in his white suit, sitting alone.

<b>EXT. MAIN GATE - NIGHT
</b>
A taxi pulls up, and is signaled over to the gate by a
policeman carrying a torch flashlight.

Connie and Merle enter; Merle tips the cop, and the cab
drives off.

<b>EXT. DANCE FLOOR AND PAVILION - MOVING TWO SHOT - NIGHT
</b>
Kay and Michael dancing in the moonlight.

<b>				MICHAEL
</b>		How's the baby?

<b>				KAY
</b>		Sleeping inside me.

<b>				MICHAEL
</b>		Does it feel like a boy?

<b>				KAY
</b>		Yes, Michael, it does.

<b>				MICHAEL
</b>		I'm sorry about some of the people
		I had to see today.  It was bad
		timing... but it couldn't be helped.

<b>				KAY
</b>		It made me think of what you told
		me once.  In five years, the
		Corleone family will be completely
		legitimate.  That was seven years
		ago.

He has no answer for her; except that he loves and values
her, and holds her tight, as they dance amid their guests,
all dressed elegantly for the social event of the season.

The VIEW LOOSENS to show the entire, night-lit party.

<b>							DISSOLVE TO:
</b>
<b>EXT. LAS VEGAS CHAPEL - MED. CLOSE VIEW - NIGHT
</b>
A Cadillac limousine waits for some people inside the tacky,
Las Vegas marriage mill.

<b>INT. THE CHAPEL - NIGHT
</b>
Some quiet, informally dressed couples wait in the rear of
the chapel; some talking, others sitting nervously.

A single organ plays some standard wedding music.

The VIEW PANS up to the altar, where Connie and Merle, in
the same clothing they wore to the Tahoe party, are being
married by a Justice of the Peace.

The Justice goes through the bored, simple ceremony, and we
begin to HEAR an echo of the waltz Connie danced with her
father, when she was married all those years ago in Long
Island.

<b>EXT. THE TROPICANA - LAS VEGAS - MED. VIEW - DAY
</b>
A dark car pulls up to the glitter of the neon facade.
Albert Neri, alone, leaves it to the parking valets, and
moves quickly through the automatic doors, into the main
casino.  We still hear the CORLEONE WALTZ.

<b>INT. THE TROPICANA - DAY
</b>
Albert Neri enters the room; glances around a moment, and
then heads toward the crap table, where a short, middle-aged
man, KLINGMAN, stands by the pit boss.  Several security
guards of the casino, are at their posts.

<b>				NERI
</b>		Are you Klingman?

<b>				KLINGMAN
</b>		Who's asking?

<b>				NERI
</b>		Where can we talk?

<b>				KLINGMAN
</b>		Right here.

<b>				NERI
</b>		I represent the interests of the
		Corleone family.  We make the
		invitation to you to tie up your
		affairs and be out of the hotel by
		Monday morning.

<b>				KLINGMAN
</b>		Who do you think you're talking to?

<b>				NERI
</b>		You said you were Klingman.

<b>				KLINGMAN
</b>		You don't come in here, talk to an
		owner in Las Vegas like that.

<b>				NERI
</b>		You missed my point; you are no
		longer an owner.

<b>				KLINGMAN
</b>		Get out of my hotel.

Neri stands in front of him, smiling.

<b>				KLINGMAN
</b>		Boys, get him out of here.

Quickly, Neri moves toward Klingman, and slaps him hard
several times in the face, knocking off his glasses... Red-
faced, Klingman gets down on his knees to pick them up once,
again.  Glasses on, he looks to his guards.

<b>WHAT HE SEES
</b>
They stand, motionless.

<b>VIEW ON KLINGMAN
</b>
Humiliated, Klingman moves across the casino floor, past a
few interested gamblers, and his own people.  Neri slowly
follows.

<b>INT. SHOWROOM - MED. VIEW - DAY
</b>
A typical, Lido de Paris type of show is in rehearsal, as
Klingman backs into the showroom.

<b>HIS VIEW
</b>
Neri keeps coming.

<b>VIEW ON KLINGMAN
</b>
realizes that no one will help him.  He finally capitulates.

<b>				KLINGMAN
</b>		All right!  All right, I'll be out.

Neri keeps moving, then heads past the terrified man, sits
down at a table, and looks up at the stage.

<b>				NERI
</b>			(to the staring performers)
		Keep it going.

<b>EXT. A STREET IN BUFFALO, NEW YORK - NIGHT
</b>
The neon lights that spell out "FRED'S PIZZERIA" go out;
after a moment a man in an overcoat steps out, and turns to
lock the door of his restaurant.  The Corleone Waltz
continues over this.  He turns.

<b>MED. CLOSE VIEW
</b>
FRED VINCENT, whom we remember as the Sicilian Fabrizzio.
He moves toward his parked car.  Gets in.

<b>MED. LONG VIEW
</b>
The starter turns, and the automobile blows in a great
explosion.

<b>							DISSOLVE TO:
</b>
<b>EXT. THE TAHOE ESTATE - NIGHT
</b>
The waltz continues over the VIEW of the empty, but still
illuminated pavilion.  There is the debris of the great
party spread over the grounds, which a silent crew of
workmen are at work cleaning up,

<b>MED. VIEW
</b>
Michael walks alone, followed by two of the family dogs,
Irish Setters.

He walks to the water line, and looks out across the lake.
He picks up a stick, and throws it for the dogs; who go
scampering after it.

We notice that a respectful distance away, there are
bodyguards watching every move he makes.

<b>CLOSE VIEW ON MICHAEL
</b>
looking across the lake.  There is much on his mind.  The
SOUND of the waltz, begins to segue into the echoed music
and laughter of an old Italian Music Hall from the past.

<b>							DISSOLVE TO:
</b>
<b>INT. NEW YORK THEATRE - 1915 - NIGHT
</b>
VITO CORLEONE is a shy young man of 23, holding his hat in
his hand, being led down the crowded aisle of this Italian
Vaudeville theatre by an energetic and fulfilled GENCO
ABBANDANDO, his friend in America.  This entire sequence is
played in Sicilian.

<b>				GENCO
</b>		Come on, you've got to see her!

<b>VIEW ON THE STAGE
</b>
A tattered melodrama is in progress in Neapolitan.  The sets
are two-dimensional, and flap whenever there's an entrance
or exit.

The hero, PEPPINO, is weeping as he sings about how he's
left his Mother in Italy, while he is in this new country,
America.

<b>VIEW ON THE AUDIENCE
</b>
All poor, Italo-Americans.  Genco finds a few seats, and
leads Vito to them, stepping on a few shoes in the process.
They have barely come to their seats, when an excited Genco
nudges Vito, and points to the stage.  People shout that
they should sit down.

<b>VIEW ON THE STAGE
</b>
There is a knock on the door, and a young girl enters,
delivering a letter to Peppino in his tenement in America.
The girl is pretty; and obviously the object of Genco's
affection.  The letter brings bad news.  Peppino's Mother is
dead.  He weeps, and sings the final song, which most of the
audience knows: SENZA MAMMA.

<b>VIEW ON THE AUDIENCE
</b>
Genco is enthralled with the young actress.  The people in
the audience are singing along with Peppino.

<b>VIEW ON THE STAGE
</b>
The actress, object of Genco's affection, makes a dramatic
exit.

<b>VIEW ON THE AUDIENCE
</b>
Genco pulls on Vito's jacket, indicating that now that his
love is offstage, they should leave.  Vito rises with him,
and they make their way all the way down the aisle.

<b>INT. BACKSTAGE THEATRE - MOVING VIEW - NIGHT
</b>
Genco hurrying down the backstage corridor, hoping to catch
a glimpse of the actress.  He is followed by Vito.  Suddenly,
Genco stops short.

<b>GENCO'S VIEW
</b>
A heavy-set, fierce looking Italian wearing an expensive
light-colored suit and a cream colored fedora.  This is
FANUCCI.  He is discussing a business matter with the
theatre IMPRESARIO; a large, strong looking man, who is
sweating nonetheless.  He doesn't seem to be giving in to
Fanucci.  He holds a locked strongbox.

<b>VIEW ON VITO
</b>
watching.  The two men argue in Italian.

<b>MED. VIEW
</b>
The young ACTRESS crosses into the area, unaware of the
difficulties.  The impresario sees her, and frightened,
motions that she should keep away.

<b>				IMPRESARIO
</b>		Carla!

But Fanucci grabs her easily by her slender wrist, and with
lightning speed, produces a knife which he holds against her
cheek.  The impresario wrings his hands in agony.

<b>				IMPRESARIO
</b>			(Sicilian)
		No...please, not my daughter.

Whereupon he begins to unlock the box which holds the
receipts for the night's box-office.

<b>VIEW ON GENCO AND VITO
</b>
hiding, watching.  At first, Genco is enraged, as though he
would rush up to help his enamorata.

<b>				GENCO
</b>			(Sicilian)
		The Black Hand.

Then he backs away.  Vito looks at him shocked and
disappointed in this cowardly behavior.  Genco shakes his
head, and points, as though to say that where Fanucci is
concerned, there is nothing to be done.

<b>				GENCO
</b>			(Sicilian)
			 (whispered)
		Let's get out of here.

<b>VIEW ON FANUCCI
</b>
has released the girl.  Her father pulls her away from him,
and slaps her for no reason; then he pays Fanucci.

<b>				FANUCCI
</b>			(Sicilian)
		Because you protested, it will cost
		a hundred more.

<b>EXT. NEW YORK ALLEY - NIGHT
</b>
Genco and Vito; Genco leans against the wall, breathlessly,
as though he's had a near escape.

<b>				GENCO
</b>			(Sicilian)
		I know what you are thinking,
		Vitone, but you don't understand
		yet how things are.  Fanucci is of
		the Black Hand.  Everyone in the
		neighborhood pays him, even my
		father.

<b>				VITO
</b>			(Sicilian)
		He's an Italian?

<b>				GENCO
</b>			(Sicilian)
		A pig of a Neaponitan.
			(spits)


<b>				VITO
</b>			(Sicilian)
		Why?  Why does he bother other
		Italians?

<b>				GENCO
</b>			(Sicilian)
		Because he knows them; he knows
		they have no one to protect them.
		Vitone?  What do you think of my
		angel?

<b>				VITO
</b>			(Sicilian)
		Beautiful.

<b>				GENCO
</b>			(Sicilian)
		Beautiful.

<b>				VITO
</b>		For you, she is beautiful.  For me,
		there is only my wife!

<b>				GENCO
</b>		I know.  That's why I brought you
		with me!

Genco embraces his good friend, and they laughingly walk
down the alley.

The stage door opens, and Fanucci exits, a sinister figure
in white, moving down the alley just in front of them, into
the night.

The two friends hold their breath, until he disappears.

<b>EXT. NEW YORK STREETS - MOVING VIEW - DAY
</b>
Vito moves through the street, carrying groceries that he is
to deliver.

It is cold, and so vendors are huddled around fires they
have lit in old cans and drums.

He turns up an alleyway, and then stops.

<b>VIEW UP THE ALLEY
</b>
With great strength, Fanucci lifts one of them up into the
air and throws him down hard to the concrete; but another,
holding onto his back, manages to produce a switchblade
knife and awkwardly reaching around from behind the moving
man, slits Fanucci's throat from one side to the other.

Fanucci groans like some great hurt animal.  Blood pours
from the deep, smile-like slit in his throat.

He throws the young man off his back.

<b>VIEW ON VITO
</b>
stepping back in the alley.

<b>VIEW ON FANUCCI
</b>
He takes off his white fedora, and runs down the alley
toward Vito, catching the flowing blood in his hat.

The young attackers scurry off in various directions.

<b>INT. ABBANDANDO GROCERY STORE - DAY
</b>
A tiny shop featuring imported food: trays of cured meats,
prosciutto, copagole, mortadella lies on the counter covered
with netting to keep away the thousands of flies.

Olive oil is sold in bulk, as well as wine, cheese and bacala.

Genco works here for his father, and is busy slicing paper
thin prosciutto for a customer, by hand.  Vito works in the
back as a stock clerk.

Finished with his customer, Genco moves to his friend.

<b>				GENCO
</b>			(Sicilian)
		I bet you can't guess what happened?

<b>				VITO
</b>			(Sicilian)
		What?

<b>				GENCO
</b>			(Sicilian)
		Some guys from Ninth Avenue jumped
		Fanucci today; slit his throat from
		ear to ear.

<b>				VITO
</b>			(Sicilian)
		No, I didn't know.  Is he dead?

<b>				GENCO
</b>			(Sicilian)
		Nah.  Those guys aren't murderers.
		They wanted to scare him, that's
		all.  Make him look bad.

<b>				VITO
</b>			(Sicilian)
		In Sicily, when you attack a man,
		you had better finish him.

<b>				GENCO
</b>			(Sicilian)
		I wish they had.  He takes fifty
		dollars a week from my father's
		cash drawer.  But you can't kill a
		man like Fanucci.

<b>				VITO
</b>			(Sicilian)
		Why?

<b>				GENCO
</b>			(Sicilian)
		Because he's what we say...
		"connected"... You wait, see what
		happens to those guys from Ninth
		Avenue.

A customer enters; and Genco moves away to serve him.

<b>CLOSE VIEW ON VITO
</b>
recalling what he had seen and thought.

<b>EXT. NEW YORK ALLEYWAY - MED. VIEW - NIGHT
</b>
A young man, one of those who had tried to kill Fanucci,
runs down an alleyway, breathlessly.  Then he stops, and
looks behind himself.  Whoever was following him is gone.
He turns and walks ahead.  Then the mammoth, white-suited
figure of Fanucci leaps down before him from the fire-escape.
He grins at the young man, and then raises his neck, showing
the gruesome wound that marks his throat.

He takes out his pistol and fires point-blank at his attacker.

<b>INT. TINY TENEMENT - FULL VIEW - NIGHT
</b>
The very small, railroad type flat where Vito lives with his
new family.

It is late at night, and he is exhausted.

He returns home; where his young wife, CARMELLA, goes
through the silent ritual of preparing a simple meal for him.
He sits and eats quietly.

<b>INT. TENEMENT ROOM - NIGHT
</b>
Vito and Carmella enter the darkened bedroom, and approach a
metal crib.  Vito reaches down and takes the small hand of
the baby between his thick peasant fingers.  Carmella waits
a respectful distance behind him.

<b>INT. ABBANDANDO GROCERY - DAY
</b>
The shop bell RINGS; SINGER ABBANDANDO turns to see a
smiling Fanucci tipping his hat, like an old customer.

<b>				FANUCCI
</b>		Buon giorno.

Immediately, Vito turns back to his work, and Signor
Abbandando moves to Fanucci with a sigh.

Vito notices the two men talking quietly at one side of the
store, while he goes about his work.  Genco works his way
closer to his friend.

<b>				GENCO
</b>			(Sicilian)
		What did I tell you.  The one who
		cut him was found in an alley.  And
		the family of the others paid
		Fanucci all their savings to make
		him forswear his vengeance.

<b>				VITO
</b>			(Sicilian)
			 (surprised)
		And he agreed?

<b>				GENCO
</b>			(Sicilian)
		He took the money.  Now he wants
		double from everybody in the
		neighborhood, including Papa.

Vito watches the heated, but inevitable transaction.

<b>				VITO
</b>			(Sicilian)
			 (almost to himself)
		A real mafioso doesn't sell his
		vengeance.

<b>MED. VIEW
</b>
Signor Abbandando seems to be arguing with Fanucci, and
every so often they turn and relate to where Vito is working.
Then Fanucci leaves, the little bell RINGING; and Signor
Abbandando reluctantly moves to Vito.

<b>				SIG. ABBANDANDO
</b>			(Sicilian)
		Vitone.  How is your son?

<b>				VITO
</b>			(Sicilian)
		We are all well.

It is clear that he has something difficult to tell the
young man.

<b>				SIG. ABBANDANDO
</b>		Vitone...I...Fanucci has a nephew.

Vito looks at him a while, as the old man struggles to tell
him.

<b>				VITO
</b>			(Sicilian)
		And you must give him my job.

The old man nods, regretfully.

<b>				VITO
</b>			(Sicilian)
		You have been kind to me since I
		was a boy; taken care of me, and
		been as a father.  I will always be
		grateful to you.  Thank you.

Vito takes off his apron, and leaves, passing the youth who
loiters by the counter.

<b>EXT. THE STREET - DAY
</b>
making his way from the store.

<b>				SIG. ABBANDANDO
</b>			(Sicilian o.s.)
		Vitone!

He turns, and Abbandando has followed him out of the shop,
holding a basket of some groceries.

<b>				SIG. ABBANDANDO
</b>		Here...for your family.

<b>				VITO
</b>		No...please understand...I cannot
		accept.

<b>INT. VITO'S TENEMENT - MED. VIEW - NIGHT
</b>
Vito and his wife sit quietly at the table; the two are
quiet and sad.

Suddenly, we HEAR a noise, and Vito is astonished to see a
young man, PETER CLEMENZA, leaning out of the window on the
other side of the air shaft which separates their apartments.

<b>				CLEMENZA
</b>		Hey Paisan!  Hold this for me until
		I ask for it.  Hurry up!

Automatically Vito reaches over to the empty space at the
air shaft, and takes the bundle of rags.  Clemenza's round
face is strained and urgent, obviously in some kind of
trouble.  Suddenly, he closes the window and there is
activity that we cannot see in the other apartment.

Vito looks to his wife, and then closes the window and
window dressing and takes the bundle into a private part of
his kitchen and begins to unwrap it.

<b>WHAT HE SEES:
</b>
Five oily guns.  He immediately wraps them again, and
carries them to a private closet, and hides it, and returns
to his wife.  He sits down back at the table; and she knows
not to ask him what has happened.

<b>EXT. NEW YORK STREETS - DAY
</b>
Vito is walking through the crowded streets with a group of
workmen; they all wear work clothes, and paper hats on their
heads.

Vito looks to his left, and realizes that Clemenza is
walking silently with him; by contrast, Clemenza dresses well.

<b>				CLEMENZA
</b>			(Sicilian)
			 (casually)
		Do you have my goods still?

Vito nods.

<b>				CLEMENZA
</b>			(Sicilian)
		Did you look inside?

Vito, his face impassive, shakes his head 'no.'

<b>				CLEMENZA
</b>			(Sicilian)
		I'm not interested in things that
		don't concern me.

<b>INT. DOWNTOWN ITALIAN SOCIAL CLUB - DAY
</b>
Vito and Clemenza drinking wine; they've become friends.

<b>				CLEMENZA
</b>			(Sicilian)
		I have a friend who has a fine rug.
		Maybe your wife would like it.

<b>				VITO
</b>			(Sicilian)
		We have no money for a rug.

<b>				CLEMENZA
</b>			(Sicilian)
		No.  He would give it away.  I know
		how to repay a consideration.

Vito thinks, then nods.

<b>				VITO
</b>			(Sicilian)
		She would like it.

<b>INT. HALLWAY WEALTHY APARTMENT BUILDING - DAY
</b>
The two men proceed up the hallway; Vito is impressed with
the opulence.

<b>				VITO
</b>			(Sicilian)
		Your friend lives in a fine building.

<b>				CLEMENZA
</b>			(Sicilian)
		Oh yes, the very best.

Clemenza knocks on the door as though he is well known here;
then rings.  No answer.

<b>				CLEMENZA
</b>			(Sicilian)
		Ah, he's not at home.  Oh, well, he
		wouldn't mind.

Quickly and expertly he takes out a tool and pries open the
door.

<b>INT. WEALTHY APARTMENT - FULL VIEW - DAY
</b>
Vito looks in awe at the luxurious apartment, which features
a fabulous rich red wool rug.

Clemenza immediately moves some of the furniture away, and
drops to the floor.

<b>				CLEMENZA
</b>		A little help.

Vito joins him, and the two begin rolling the rug.  We HEAR
a BUZZER RING.  Clemenza immediately drops his side of the
roll, and moves to the window.  He pulls a gun from his
jacket.

VIEW ON Vito watching.  He moves so he can see out the window.

<b>THEIR VIEW
</b>
A Policeman stands at the exterior door, waiting.  He rings
the buzzer again.

<b>VIEW ON CLEMENZA
</b>
cocking his gun.  Vito realizes that if the Policeman should
pursue it any further he is a dead man.  The Policeman gives
up and leaves.

Clemenza puts away his gun.

<b>INT. VITO'S TENEMENT HALLWAY - DAY
</b>
The two men run up the steps, laughing, carrying the fine rug.

<b>INT. VITO'S TENEMENT - DAY
</b>
They are on their knees cutting the rug to fit the small
room.  Carmella watches, holding the baby SANTINO.

<b>MED. CLOSE ON CLEMENZA
</b>
Like a professional, cutting quickly, with the proper tools.
He sings as he works.

<b>							DISSOLVE TO:
</b>
<b>EXT. DOWNTOWN WAREHOUSE - NIGHT
</b>
Clemenza knocks on the steel door of this downtown building.
Vito waits with him, holding some packages; and another
youth, TESSIO, tall and thin and deadly waits with them.

The door is lifted, and they are greeted by a bright,
middle-aged Italian named AUGUSTINO who leads them into a
machine shop.

<b>INT. MACHINE SHOP - NIGHT
</b>
<b>				CLEMENZA
</b>			(Sicilian)
		Good, you waited for us.

Clemenza looks up on a higher level.

<b>HIS VIEW
</b>
There is a nine year old boy, operating a drill press.

<b>MED. VIEW
</b>
<b>				TESSIO
</b>			(Sicilian)
		Who is he?

<b>				AUGUSTINO
</b>			(Sicilian)
		My son, Carmine...it's all right.

The men then quickly open the packages they've brought;
revealing gun, including a more sophisticated machine weapon.

Augustino takes them and expertly begins to clean and
prepare them.

<b>				CLEMENZA
</b>			(Sicilian)
			 (to Vito)
		Paisan Augustino was a gunsmith in
		the Italian army.  We do each other
		favors.

<b>				AUGUSTINO
</b>			(Sicilian)
			 (while he works)
		My boy is studying the flute.  He
		plays very well.  He helps me at
		night so we can buy him a silver
		flute someday.  Now he has one made
		of wood.  Carmine...play...play for
		my friends.

<b>VIEW ON THE BOY
</b>
wide-eyed... he shuts off the press; and takes out a shabby
wooden flute.  And begins to play a simple and pure melody.

<b>CLOSE ON VITO
</b>
listening.

<b>CLOSE ON AUGUSTINO
</b>
proudly smiling, as he prepares the machine gun.

<b>CLOSE ON TESSIO
</b>
listening, smiling.

<b>FULL VIEW
</b>
The men listening, as the boy's father prepares their guns.

<b>EXT. WAREHOUSE AREA - NIGHT
</b>
Tessio and Clemenza quickly load racks of cheap dresses.

Vito sits behind the wheel of the truck.  He seems reserved,
and we get the impression that he is studying every move his
two friends are making.

<b>INT. TENEMENT STAIRS - DAY
</b>
Clemenza runs up a flight of stairs with an armful of
dresses.  He knocks on a door, and a pretty HOUSEWIFE answers.

<b>				CLEMENZA
</b>			(Sicilian)
		Lady, I got a bargain on these
		dresses.  Five dollars each.  You
		gotta pay at least fifteen, maybe
		twenty in a store.  Look at them,
		first class.

He holds the dresses up and the woman seems interested.  She
handles a couple of them and stands aside so Clemenza can
enter her apartment.

<b>				WOMAN
</b>			(Sicilian)
		I don't know which one I like best.

She holds the dresses against her body, Clemenza approving
of each one; and then she goes to her purse and takes out
five singles and gives them to him.

<b>				CLEMENZA
</b>			(Sicilian)
		You'd look beautiful in all of
		these.  You should buy at least two.

<b>				WOMAN
</b>			(Sicilian)
		Are you kidding?  My husband will
		kill me if he knows I paid five
		dollars for one dress.

She holds one up, then another.  She is torn.  Clemenza
shakes his head and straightens the dress on her body.  His
hand brushes her arm; she looks at him smiling.

<b>				CLEMENZA
</b>			(Sicilian)
		You can have two for five.

She smiles back.

<b>EXT. TENEMENT BUILDING - DAY
</b>
Clemenza jumps down the stairs, and out to the middle of the
street, where Vito and Tessio are waiting in the car with
some of the stock.

<b>				TESSIO
</b>			(Sicilian)
		What took so long?

<b>				CLEMENZA
</b>			(Sicilian)
		She couldn't decide.

Tessio and Clemenza each take more armsful of dresses and
divide the neighborhood.

<b>				CLEMENZA
</b>			(Sicilian)
		Vito, take the rest of the stock
		over to Dandine's warehouse; he'll
		move it to a wholesaler.

The three part.  Vito drives the truck off.

<b>MOVING VIEW
</b>
Vito drives the truck through the downtown streets; he turns
a corner and stops for a light.

Suddenly, to his left, he sees the formidable figure of
Fanucci.

He grabs young Corleone by the shoulder.

<b>CLOSE VIEW ON FANUCCI
</b>
frightening, revealing the large circular scar, now healed.

<b>				FANUCCI
</b>			(Sicilian)
		Ahhh, young fellow.  People tell me
		you're rich, you and your two
		friends.  Yet, you don't show
		enough respect to send a few
		dresses to my home.  You know I
		have three daughters.

Vito says nothing.  Fanucci thumbs through the stock.

<b>				FANUCCI
</b>			(Sicilian)
		This is my neighborhood.  You and
		your friends have to show me a
		little respect, ah?  This truck you
		hijacked was in my neighborhood.
		You should let me wet my beak a
		little.

Fanucci takes a few of the dresses.

<b>				FANUCCI
</b>			(Sicilian)
		I understand each of you cleared
		around six hundred dollars.  I
		expect two hundred dollars for my
		protection and I'll forget the
		insult.  After all, young people
		don't know the courtesies due a man
		like myself.

Vito smiles at him and nods.

<b>				FANUCCI
</b>			(Sicilian)
		Otherwise the police will come to
		see you and your wife and children
		will be dishonored and destitute.
		Of course, if my information as to
		your gains is incorrect, I'll dip
		my beak just a little.  Just a
		little, but no less than one
		hundred dollars, and don't try to
		deceive me, eh paisan?

<b>				VITO
</b>			(Sicilian)
			 (quietly)
		My two friends have my share of the
		money.  I'll have to speak to them
		after we deliver these to the
		wholesaler.

<b>				FANUCCI
</b>			(Sicilian)
		You tell your friends I expect them
		to let me wet my beak in the same
		manner.  Don't be afraid to tell
		them.  Clemenza and I know each
		other well, he understands these
		things.  Let yourself be guided by
		him.  He has more experience in
		these matters.

<b>				VITO
</b>			(Sicilian)
			 (shrugging innocently)
		You must understand, this is all
		new to me...

<b>				FANUCCI
</b>			(Sicilian)
		I understand...

<b>				VITO
</b>			(Sicilian)
		But thank you for speaking to me as
		a Godfather.

<b>				FANUCCI
</b>			(Sicilian)
			 (impressed)
		You're a good fellow.

He takes Vito's hands and clasps them in his own.

<b>				FANUCCI
</b>			(Sicilian)
		You have respect.  A fine thing in
		the young.  Next time, speak to me
		first, eh?  Perhaps I can help you
		make your plans.

Fanucci turns with the dresses draped over his arms, waving
to Vito.

Vito throws the truck in gear, and drives off.

<b>CLOSE VIEW ON VITO
</b>
We know that throughout this encounter he has seethed with
an icy rage.

<b>INT. VITO'S APARTMENT - MED. VIEW - NIGHT
</b>
He wife serves a dinner for her husband and his two friends.
They discuss Fanucci as they eat.

<b>				TESSIO
</b>			(Sicilian)
		Do you think he'd be satisfied with
		the two hundred dollars?  I think
		he would.

<b>				CLEMENZA
</b>			(Sicilian)
		That scar-faced bastard will find
		out what we got from the wholesaler.
		He won't take a dime less than
		three hundred dollars.

<b>				TESSIO
</b>			(Sicilian)
		What if we don't pay?

<b>				CLEMENZA
</b>			(Sicilian)
			 (gestures, it's hopeless)
		You know his friends...real animals.
		And his connections with the police.
		Sure he'd like us to tell him our
		plans so he can set us up for the
		cops and earn their gratitude.
		Then they would owe him a favor;
		that's how he operates.  We'll have
		to pay.  Three hundred, are we
		agreed?

<b>				TESSIO
</b>			(Sicilian)
		What can we do?

Clemenza doesn't even bother checking for Vito's opinion.

<b>				CLEMENZA
</b>			(Sicilian)
		They say Fanucci has a license from
		Maranzalla himself to work this
		neighborhood.

<b>				VITO
</b>			(Sicilian)
		If you like, why not give me fifty
		dollars each to pay Fanucci.  I
		guarantee he will accept that
		amount from me.

<b>				TESSIO
</b>			(Sicilian)
		When Fanucci says two hundred he
		means two hundred.  You can't talk
		with him.

<b>				VITO
</b>			(Sicilian)
		I'll reason with him.  Leave
		everything in my hands.  I'll
		settle this problem to your
		satisfaction.

Tessio and Clemenza regard him suspiciously.

<b>				VITO
</b>			(Sicilian)
		I never lie to people I've accepted
		as my friends.  Speak to Fanucci
		yourself tomorrow.  Let him ask you
		for the money, but don't pay it,
		and don't in any way quarrel with
		him.  Tell him you have to get the
		money and will send me as your
		messenger.  Let him understand that
		you're willing to pay what he asks,
		don't bargain.  I'll go to his
		house, and quarrel with him.  He
		likes me; enjoys explaining how
		things are here.  He uses ten
		sentences when he only needs one,
		so while he talks, I'll kill him.

Clemenza, irritated, makes a large belch, and washes his
food down with wine.

<b>				CLEMENZA
</b>			(Sicilian)
		Vitone!
			(to Tessio)
		Our driver has drunk too much wine.

<b>				TESSIO
</b>			(Sicilian)
			 (laughs at himself)
		He's going to kill Fanucci.

<b>				CLEMENZA
</b>			(Sicilian)
			 (stern)
		Then, after that, what?  Joe
		'Little Knife' Pisani; Willie
		Bufalino, maybe, Mr. Maranzalla
		himself, c'mon!

<b>				VITO
</b>			(Sicilian)
		Fanucci is not connected; he is
		alone.

<b>				CLEMENZA
</b>			(Sicilian)
			 (sarcastically)
		What?  You read it in the papers?

<b>				VITO
</b>			(Sicilian)
		This man informs to the police;
		this man allows his vengeance to be
		bought off... No, he is alone.

<b>				TESSIO
</b>			(Sicilian)
		If you're wrong...

<b>				VITO
</b>			(Sicilian)
		If I'm wrong, they will kill me.

Both Clemenza and Tessio are impressed with their young
friend; his willingness to risk his life on his perception
of the situation.

<b>EXT. NEW YORK STREET - MED. VIEW - NIGHT
</b>
A ten piece Italian street band plays in front of the church
to commemorate the first night of the Festa di San Gennaro.
People swarm in crowds, delighted by the music, as out of
the church four men carry the statue of San Gennaro down to
the street.

<b>MOVING VIEW
</b>
Clemenza moves along the booths that have been set up along
the street: sausage cooking on an open fire; pork livers and
sweetbeards.  He stops for a sandwich, and makes an irritated
gesture when the vendor expects to be paid.  He crosses to a
church-sponsored booth with a great Wheel of Fortune, and
slaps a dollar on a number.  Standing next to him is Vito;
they embrace.

<b>				CLEMENZA
</b>			(Sicilian)
			 (quietly)
		All three daughters are at church;
		he is alone.  It's important that
		you let his neighbors see you leave.
		Tessio has broken the latch on the
		skylight of his building.

The wheel stops; they both lose.

<b>				CLEMENZA
</b>			(English)
		See, Brother Carmello, even the
		church makes numbers.

<b>				PRIEST
</b>			(English)
		It's only the way we collect that's
		different.

Vito has left while Clemenza jokes with the Priest.

<b>EXT. FESTA STREET - NIGHT
</b>
Vito passes the booths of food, crossing toward a small and
dark club.

<b>INT. SOCIAL CLUB - NIGHT
</b>
We can still HEAR the crowds and music of the festa.  Vito
enters; the club is empty, except for the large white figure
sitting alone at a small table.  Fanucci barely acknowledges
Vito as he joins him.

Without a word, Vito counts out two hundred dollars on the
table.  Fanucci looks, then takes off his fedora and puts it
on the table over the money.

<b>				FANUCCI
</b>			(Sicilian)
		I think there's only two hundred
		dollars under my hat.
			(he peeks)
		I'm right.  Only two hundred dollars.

<b>				VITO
</b>			(Sicilian)
		I'm a little short.  I've been out
		of work.  Let me owe you the money
		for a few weeks.

<b>				FANUCCI
</b>			(Sicilian)
		Ah, you're a sharp young fellow.
		How is it I've never noticed you
		before
			(he takes the two
			hundred and pours
			some wine for Vito)
		You're too quiet for your own
		interest.  I could find some work
		for you to do that would be very
		profitable.
			(he rises)
		No hard feelings, eh?  If I can
		ever do you a service let me know.
		You've done a good job for yourself
		tonight.

<b>EXT. FESTA STREET - MED. VIEW - NIGHT
</b>
By now the musicians have left, but still families are
walking the street, and stopping at the booths.

Fanucci stands there a moment; he is known by everyone, and
considers himself highly loved.

Then Fanucci begins the walk through the festa, on his way
home.

<b>EXT. ROOFTOPS - MOVING VIEW - NIGHT
</b>
Vito silently moves along the rooftop; paralleling Fanucci's
walk.

We HEAR the sounds of the festa, and every so often catch a
glimpse of the patterned lights, and the crowds below.

<b>EXT. FESTA STREETS - MOVING VIEW ON FANUCCI - NIGHT
</b>
walking through the crowded streets.  The statue of San
Gennaro is arranged in some midnight religious ceremony.

The VIEW LIFTS UP, to the rooftops.

<b>EXT. THE ROOFTOPS - NIGHT
</b>
Vito makes the leap that separates two buildings; then
crosses toward the large skylight in the center of the
building.

<b>EXT. THE STREETS - NIGHT
</b>
The procession in the streets is preceded by ten altar boys;
and the glittering Monstrance, something of an altar carried
out into the streets.

The priest begins this nocturnal service, as the crowds in
the street kneel down in prayer.

<b>INT. FANUCCI'S BUILDING - NIGHT
</b>
Fanucci unlocks the door to his building; we can HEAR the
services in the background.

<b>EXT. THE ROOFTOP - NIGHT
</b>
Vito tries the trap door on the roof; it is stuck firmly
shut; despite Clemenza's instructions.  He struggles with
it, but no luck.

From the distance, the Choir begins to Latin.  Vito moves
around the skylight, to an identical trap, tries this one;
it opens.

<b>EXT. THE MONSTRANCE - MED. VIEW ON THE PRIEST - NIGHT
</b>
performing the services in Latin.  The ten altar boys are in
attendance.

<b>EXT. THE ROOFTOP - NIGHT
</b>
Vito reaches down into the trap, and pulls out the newly
oiled gun that has been left for him.  He slides down into
the building.

<b>INT. FANUCCI'S HALLWAY - DOWN ANGLE - NIGHT
</b>
Fanucci proceeds up the staircase with loud, heavy steps.
An OLD WOMAN on one of the flights sees him, and immediately
moves to her apartment.

<b>				FANUCCI
</b>			(Sicilian)
		What's the matter, Signora?  You
		don't say 'good evening'?

<b>				WOMAN
</b>			(Sicilian)
		'Good evening,' Signor Fanucci.

She quickly disappears behind her door.  Fanucci laughs,
continues up, singing to himself.  The MASS outside is
always in evidence.

<b>INT. HALLWAY - NIGHT
</b>
Vito climbs down from the attic, and finds Fanucci's rear
door open.  He slips in, and makes his way past the open
windows, out of which pour the music and chanting of the
Mass.  Slowly and quietly he pulls them down, shut.

He moves quietly to a glass door, and peeks out.

<b>WHAT HE SEES:
</b>
Three young women, Fanucci's DAUGHTERS, laughing and talking.

<b>VIEW ON VITO
</b>
A slip up.  Tessio had said they were out.  He steps outside
to the alley where he can look into the apartment.

<b>ANOTHER VIEW
</b>
Fanucci opens the door of his apartment, and enters.

<b>CLOSE VIEW ON VITO
</b>
He begins to wrap the gun.

<b>VIEW ON THE DAUGHTERS
</b>
Their father greets them with a kiss; and a little religious
gift he has bought for each.

<b>CLOSE ON THE GUN
</b>
wrapped in this primitive method of a silencer.  The VIEW
TILTS to Vito, caught in the dilemma of having to kill all
or none of them.  Then something catches his eye.

<b>WHAT HE SEES:
</b>
A small gray alley cat is attracted to the young man, comes
up to him and rubs itself against him.  Vito rubs the
animal, speaking softly in Sicilian, then, gaining its
confidence, lifts it up and carefully lets it into Fanucci's
apartment.

He steps back, holding the gun.  We HEAR some Italian
shouted in the house; a loud sound from the cat, and some of
the thumping footsteps of Fanucci.

<b>VIEW ON VITO
</b>
holding the wrapped gun, waiting.

<b>WHAT HE SEES:
</b>
The white blob of Fanucci opening the door and cursing in
Italian as he throws the cat out.

<b>VIEW ON VITO
</b>
squeezing the trigger; the muffled, but still LOUD BLAST
resounding in the building.

<b>VIEW ON FANUCCI
</b>
He holds onto the door frame, trying to stand erect, trying
to reach for his gun.  The force of his struggle has torn
the buttons off his jacket and made it swing loose.  His gun
is exposed but so is a spidery vein on the white shirtfront
of his stomach.  Carefully, as if plunging a needle into
this vein, Vito Corleone fires a second bullet.

Fanucci falls to his knees, propping the door open, giving a
terrible groan.  We begin to hear the VOICES of girls inside
the apartment.

Vito quickly opens his wallet, removes the two hundred,
quickly fires one last bullet into Fanucci's sweaty cheek.
Now the towel the gun was wrapped with catches fire,
literally on Vito's hand; quickly he throws it to the
ground, stamps it out...and disappears upward.

<b>EXT. THE ROOFTOPS - MED. VIEW - NIGHT
</b>
Vito moves like a cat along the rooftops; we HEAR the
conclusion of the Mass down below.

<b>CLOSE ON VITO
</b>
Pausing; we can SEE the great spectacle of lights and
candles on the streets below.

He empties the gun of bullets and smashes the barrel against
the side of the roof ledge.  He reverses it in his hand, and
breaks the butt into two separate halves against the chimney.
He smashes it again, and the pistol breaks into barrel and
handle, two separate pieces.

He then moves along the rooftop, dropping the two separate
fragments into various air shafts.

<b>EXT. THE STREET PROCESSION - MOVING VIEW - NIGHT
</b>
The Priest, having completed the ceremony, follows as the
Monstrance is carried off through the streets, as the Choir
sings.

<b>EXT. THE ROOFTOPS - MOVING VIEW - NIGHT
</b>
Vito is a dark figure, moving with agility across the
rooftops.

<b>INT. FANUCCI'S VESTIBULE - MED. VIEW - NIGHT
</b>
The corpse that was Fanucci, stained with blood.

<b>EXT. PROCESSION - CLOSE VIEW - NIGHT
</b>
The statue of San Gennaro, followed by the altar boys.

<b>EXT. CORLEONE TENEMENT - MED. VIEW - NIGHT
</b>
Vito's wife; her baby and several friends and neighbors sit
happily on the front stoop of their tenement.  Some of the
men drink wine poured out of a pitcher; we can still HEAR
the music and night sounds of the Festa.

A neighbor is singing a Neapolitan song.

Quietly, without a word, and with only a momentary glance
from his wife, Vito joins the little group; takes a glass of
wine, and listens to the song.

<b>CLOSE VIEW ON VITO
</b>
listening to the song.  He reaches out and takes the small
hand of his son.

<b>				VITO
</b>			(Sicilian)
		Santino, your papa loves you.

<b>							DISSOLVE TO:
</b>
<b>INT. ANTHONY'S TAHOE ROOM - NIGHT
</b>
The room is large, lit from the outside by a bright evening.
We can see the outline of many toys on the shelves built
along the wall.  We see the dark figure of Michael Corleone
enter the room and approach the bed where his son Anthony
lies curled in messy blankets.  Michael quietly arranges his
small hands and feet and covers the little boy.  Suddenly,
Anthony turns, his eyes open.  He is staring, perfectly
awake, at his father.

<b>				MICHAEL
</b>		Can't you sleep?

No answer.

<b>				MICHAEL
</b>		Are you alright?

<b>				ANTHONY
</b>		Yes.

<b>				MICHAEL
</b>		Did you like your party?

<b>				ANTHONY
</b>		I got lots of presents.

<b>				MICHAEL
</b>		Do you like them?

<b>				ANTHONY
</b>		I didn't know the people who gave
		them to me.

<b>				MICHAEL
</b>		They were friends.

He kisses his boy, and then turns.

<b>				ANTHONY
</b>		Did you see my present for you?

<b>				MICHAEL
</b>		No, where is it?

<b>				ANTHONY
</b>		On your pillow.

<b>				MICHAEL
</b>		I'm leaving very early tomorrow,
		before you wake up.

<b>				ANTHONY
</b>		I know.  How long will you be gone?

<b>				MICHAEL
</b>		Just a few days.

<b>				ANTHONY
</b>		Will you take me?

<b>				MICHAEL
</b>		I can't.

<b>				ANTHONY
</b>		Why do you have to go?

<b>				MICHAEL
</b>		To do business.

<b>				ANTHONY
</b>		I can help you.

<b>				MICHAEL
</b>		Some day you will.

Michael kisses him again.

<b>INT. MICHAEL-KAY'S BEDROOM - NIGHT
</b>
The room is lit from a small night lamp on Michael's side of
the large bed.

Kay is huddled in blankets, asleep.  Michael closes the door
to his room, moves to his side of the bed, and glances down
to the pillow.

<b>VIEW ON THE PILLOW
</b>
is a child's drawing of a long limousine, with a man in a
hat sitting in the back seat.

An arrow pointing to him is marked "DAD." Under it, a nine
year old's handwriting says: "Do you like it?  Check YES __
I liked it or NO __ I didn't like it." Michael turns,
looking for a pencil, and moves to the dresser, where he
places a check next to "YES."

He starts to cross back toward his side of the bed, when Kay
turns, almost in her sleep:

<b>				KAY
</b>		Michael?  Why are the drapes open?

His eyes dart back to the curved, beautifully leaded windows
of the room.  The DRAPES are opened.  Then, without a
second's hesitation, he leaps to the floor, still holding
his son's drawing, as a spray of machine gun bullets sweep
across the windows; glass shattering all over the room.

Kay screams out; rising, still half-asleep.  Michael crawls
toward her, and pulls her down to the floor to him.

Then, for a moment, there is silence, soon filled by the
shouts of men; as flashes of light sweep by the window, as
guards with flashlights come running.

Michael holds Kay to him, knowing they have both survived,
and then gently:

<b>				MICHAEL
</b>		Go with the kids.

<b>EXT. THE TAHOE ESTATE - NIGHT
</b>
Suddenly, the great floodlights are turned on, bathing lawns
in an intense blue light.

Groups of ordinarily dressed security men drawn in from all
directions; a state of confusion prevails.  There is no sign
of the attackers.

<b>VIEW BY MICHAEL'S HOUSE
</b>
Michael is joined by Rocco Lampone, his gun drawn.

<b>				ROCCO
</b>		They're still on the property.
		Maybe you better stay inside.

<b>				MICHAEL
</b>		Keep them alive.

Six men take up posts by Michael's house.

<b>				ROCCO
</b>		We'll try.

<b>				MICHAEL
</b>		It's important.

He returns inside.

<b>EXT. MAIN GATE AND KENNELS - NIGHT
</b>
The character of the summer estate has changed: bright
floodlights illuminate the main points of entry: the main
gate; the waterway; the stone wall that encompasses the
estate on all sides.

Several men with flashlights reinforce the guard at the main
gate.

<b>FULL VIEW
</b>
Off in the distance, we see another group of men with
flashlights combing the waterline.  We hear indistinguishable
shouts.

<b>VIEW ON THE KENNELS
</b>
The wire gates are opened, and the trained dogs go out
yelping into the outer edge of the estate.

<b>ROOFTOP
</b>
One of Rocco's men turns the large floodlight scanning
darkened forest areas, where men could hide.

<b>MOVING VIEW
</b>
Men with flashlights and dogs.  Moving through the dark areas.

<b>LOOSE VIEW
</b>
A small Corleone launch, with a bright spotlight slowly
cruises the boundaries of the estate.  We SEE the silhouette
of men with guns, quietly waiting and watching.

<b>EXT. MICHAEL'S HOUSE - NIGHT
</b>
Some of the bodyguards by the shattered windows of Michael's
bedroom.

The curtains are drawn from inside.

<b>INT. MICHAEL'S HOUSE - NIGHT
</b>
Kay, the children, and some women servants have come down
from the various rooms into the central living area, that
can be most easily secured.  The little girl is still
asleep; they make you think of an immigrant family, with
their blankets and frightened faces, all waiting in a
central room.

Michael goes up to Kay, squeezes her hand, and whispers:

<b>				MICHAEL
</b>		It will be all right.  We were lucky.

She says nothing; but her face expresses the anger she feels
over the jeopardy Michael has placed his children in.  She
holds her young daughter in her arms.

The door opens, and Rocco enters.  He quickly realizes he is
holding his gun in plain view in front of the family, and
puts it away.  Michael moves to him, and they talk a distance
away from Kay.

<b>				ROCCO
</b>		Your family all seem to be okay in
		the other houses; your Mother's
		still sleeping.

<b>				MICHAEL
</b>		And?

<b>				ROCCO
</b>		No sign of them yet; but they're
		still on the Estate.

We HEAR loud shouting from outside.

<b>				DEANNA (O.S.)
</b>		Goddamn you!  You're all nuts here,
		I'm not goin' to calm down...

<b>MICHAEL'S VIEW
</b>
Through the door, that Rocco opens.

Deanna, in her nightgown, has been frightened by the
gunshots; while Fredo in his bathrobe, tries to get her back
into the house.

<b>				FREDO
</b>		Deanna, will you get back into the
		house!

<b>				DEANNA
</b>		I'm getting out of here I said;
		these guys all have guns!

<b>				MICHAEL
</b>		Fredo, can't you shut that woman up!
			(to Rocco's men)
		Get her in here!

The bodyguards, gracefully help Fredo bring the hysterical
Deanna into the safety of the house.

<b>				DEANNA
</b>			(whimpering)
		I don't want to stay here...

<b>				FREDO
</b>		Mike, what can I do, she's a
		hysterical woman...

<b>				KAY
</b>		Leave her alone!  You're talking as
		though she has no right to be
		frightened when there are machine
		guns going off in her backyard.

<b>				MICHAEL
</b>			(to Rocco)
		Have Tom Hagen meet me in the
		Harbor House.

<b>EXT. TAHOE ESTATE - HIGH ANGLE - NIGHT
</b>
Michael walks the short distance from his house, to the
boathouse where he conducts his business away from his family.

A small group of bodyguards, carrying machine guns, make the
walk with him from all sides, a respectful distance away.
It gives the appearance of a lonely President moving in his
compound, followed by teams of Secret Service men.

The boathouse is already secured by teams of men, hastily
wakened from their lodge house; a barracks-like structure
where reinforcements are lodged just for this kind of
emergency.

<b>FULL VIEW
</b>
In the distance, we can see the teams of men and dogs, with
their lights, guns and shouts, combing every inch of the
estate.

<b>INT. THE BOATHOUSE - EMPTY VIEW - NIGHT
</b>
Michael alone in the great room.  He moves to a walk-in
safe, quickly runs through the combination, and opens it.
He takes out an envelope, and puts it into his pocket;
there's a KNOCK on the door, and Hagen enters.  He had been
asleep, and has quickly thrown on a robe.

<b>				MICHAEL
</b>		Sit down, Tom.

<b>EXT. TAHOE BOATHOUSE - NIGHT
</b>
From outside the leaded windows, a disoriented Hagen sits
down; Michael starts to talk to him; obviously about
something very serious.

The patrol securing the boathouse, walk past the window.
Michael says something to Tom, who rises, and pulls the
drapes, obscuring OUR VIEW.

<b>INT. TAHOE BOATHOUSE - NIGHT
</b>
Michael talks intimately to Tom.

<b>				MICHAEL
</b>		There's a lot I can't tell you, Tom.
		I know that's upset you in the
		past; and you've felt that it was
		because of some lack of trust or
		confidence.  But it is because I do
		trust you that I've kept so much
		secret from you.  It's precisely
		that at this moment, you are the
		only one that I can completely
		trust.  In time, you'll understand
		everything.

<b>				HAGEN
</b>			(nods with this statement)
		But your people... Neri... Rocco;
		you don't think...

<b>				MICHAEL
</b>		No, I have confidence in their
		loyalty... but this is life and
		death, and Tom, you are my brother.

Hagen in very moved.

<b>				HAGEN
</b>		Mikey, I hoped...

<b>				MICHAEL
</b>		No Tom, just listen.  All my people
		are businessmen; their loyalty is
		based on that.  One thing I learned
		from my father is to try to think
		as the people around you think...and
		on that basis, anything is possible.
		Fredo has a good heart, but he is
		weak...and stupid, and stupid
		people are the most dangerous of
		all.  I've kept you out of things,
		Tom, because I've always known that
		your instincts were legitimate, and
		I wanted you to know very little of
		things that would make you an
		accomplice, for your own protection.
		I never blamed you for the setbacks
		the family took under Sonny; I know
		you were in a position of limited
		power, and you did your best to
		advise and caution him.  What I am
		saying is that now, for how long I
		do not know, you will be the Don.
		If what I think has happened is
		true; I will leave tonight, and
		absolutely no one will know how to
		contact me.  And even you are not
		to try to reach me unless it is
		absolutely necessary.  I give you
		complete power: over Neri... Fredo,
		everyone.  I am trusting you with
		the lives of my wife and children,
		and the future of this family,
		solely resting on your judgment and
		talent.

<b>VIEW ON HAGEN
</b>
A man who has steadily declined over the last five years,
realizing that total power and responsibility is being
placed on him.

<b>				MICHAEL
</b>			(continuing)
		...But Tom, you must know that I do
		this only because I believe you are
		the only one who is capable of
		taking over for me.

<b>VIEW ON MICHAEL
</b>
taking out the envelope.

<b>				MICHAEL
</b>		I've prepared this; have had it for
		over a month.  It won't explain
		everything; but indicates where I
		will be, so in a sense, it is my
		life.
			(he hands the envelope
			to Hagen)
		Also, there are three tasks that
		must be executed immediately.  Pop
		would have given those to Luca --
		You knew Pop as well as anyone, act
		as though you were him.  It
		discusses Kay as well; that will be
		the most difficult.  The men who
		tried to kill me tonight, will
		never leave the estate.

<b>				HAGEN
</b>		Will we...be able to get who
		ordered it out of them?

<b>				MICHAEL
</b>		I don't think so.  Unless I'm very
		wrong...they're already dead.
		Killed by someone inside...very
		frightened that they botched it.
		That's why I am going to disappear
		in a few minutes, and leave
		everything to you.

<b>				HAGEN
</b>		But if you're wrong...

<b>				MICHAEL
</b>		If I'm wrong...

There is a KNOCK on the door.

<b>				MICHAEL
</b>		...I don't think I'm wrong.
			(he indicates the knock)
		Yes.

The door opens; it is Rocco; Michael rises, after making a
knowing glance toward Tom, and moves to talk quietly to a
frightened and agitated Rocco.

<b>EXT. STONE WALL AND STREAM - MOVING VIEW - NIGHT
</b>
A group of men with flashlights and guns lead Michael, Tom
and Rocco to the stone bridge spanning the stream which runs
through the estate.

<b>LOW CLOSE VIEW
</b>
Michael's dispassionate face, looking down.  THE VIEW MOVES
to Hagen's, and then down to the murky water under the
bridge, where we see the bodies of three strangers, lying in
the moving water; machine-type guns nearby, with their
throats cut.  Light from the many flashlights illuminates
the grotesque scene.

<b>				MICHAEL (O.S.)
</b>		Fish them out.

Several of the men wade down into the stream; Rocco helps,
and even Tom steps down to get a better look at who they
were.  They are total strangers; Rocco examines the type of
guns they used.

When they climb back onto the ground, Michael is gone.
Everyone notices it, but no one says anything.

Hagen stands there, holding the envelope Michael had given
him in his hand.

He realizes that now, he is the DON.

<b>				HAGEN
</b>		Get rid of the bodies.  Tomorrow
		morning I want a report made to the
		local police, and paper, that some
		explosives we keep on the property
		were accidentally ignited.

The men respond; Hagen makes the lonely walk back to the
lighted section of the compound, which now resembles a
prison camp.

<b>							FADE OUT.
</b>
<b>FADE IN:
</b>
<b>INT. STATE SENATE FLOOR - DAY
</b>
The Senate is in session; Senator Geary is on the floor
during a vote.  An aide approaches him, with a slip of paper.

<b>INT. GEARY'S OFFICE - DAY
</b>
The Senator steps behind his desk.

<b>				SENATOR GEARY
</b>		All right, Mr. Hagen, you've got
		ten minutes.

He flicks the switch of a small tape recorder.

<b>				SENATOR GEARY
</b>		...and the tape will be running.

<b>				HAGEN
</b>		Actually, I've come with good news;
		the Corleone family has done you a
		favor.

The Senator immediately shuts the tape recorder off.

<b>				SENATOR GEARY
</b>		What the hell are you talking about?

<b>				HAGEN
</b>		We know you're a busy man, with
		plenty of enemies -- we saw the
		opportunity to do you a favor, and
		we did.  No strings.

<b>				SENATOR GEARY
</b>		No strings.

<b>				HAGEN
</b>		You know there's a Senate
		Investigating Committee recently
		set up; we thought it would be
		unfortunate if they were to trace
		anything though-provoking to your
		name.

<b>				SENATOR GEARY
</b>		No one can trace anything to me; I
		pride myself on that.

<b>				HAGEN
</b>		Do you gamble?

<b>				SENATOR GEARY
</b>		A little; what's so thought-
		provoking about that?

<b>				HAGEN
</b>		Do you owe markers?

<b>				SENATOR GEARY
</b>		Maybe two, three thousand dollars.

Hagen leans forward, and deposits a handful of paper on the
Senator's desk.

<b>				HAGEN
</b>		The Corleone family has paid them
		off for you...as an expression of
		our esteem.

Geary quickly looks through the paid markers.

<b>				SENATOR GEARY
</b>		There's thirty grand worth of paid
		off markers -- I never owed that
		much.

<b>				HAGEN
</b>		Our mistake.  But what does it
		matter; it was our money.
			(rising)
		We don't even expect thanks.

<b>				SENATOR GEARY
</b>		You paid off thirty grand I never
		owed.

<b>				HAGEN
</b>		We'll keep it quiet; the people who
		know are trustworthy...the Committee
		needn't find out.

<b>				SENATOR GEARY
</b>		And what's the price of their not
		finding out.

<b>				HAGEN
</b>		Simple.  Be friendly like us.  Not
		hostile.

<b>				SENATOR GEARY
</b>			(he despises Hagen)
		Thanks...friend.

<b>EXT. TAHOE ESTATE - FULL VIEW - DAY
</b>
There are more men on duty than usual; not that there are
guns apparent, but it's clear that the boundaries are being
patrolled.

<b>VIEW BY MICHAEL'S HOUSE
</b>
Kay exits her house, followed by her children; she helps
them into her station wagon like any housewife, and drives
along the path leading to the main gate.

She's about to drive through, when one of the men steps in
front of her, raising his hand.

<b>				KAY
</b>			(graciously)
		Yes.

<b>				MAN
</b>		I'm sorry, Mrs. Corleone.  We're
		not to let you through.

<b>				KAY
</b>			(disbelieving)
		I'm going to the market.

<b>				MAN
</b>		If you could just give us a list,
		we'll pick up anything you want.

<b>				KAY
</b>		Whose orders are these?

<b>				MAN
</b>		Mr. Hagen's, ma'am.

We notice Hagen walking to them in the background.

<b>				HAGEN
</b>		Kay.

<b>VIEW THROUGH THE GATE
</b>
Hagen approaches the car; Kay gets out so they can talk away
from the children.

<b>				HAGEN
</b>		I wanted to explain this myself...
		I had business in Carson City.

He walks with her a little way from the others; the children
run out of the station wagon, and start to play.

<b>				HAGEN
</b>		It's Michael's request...for your
		safety.  We can send out for
		anything you need.

<b>				KAY
</b>		I'm supposed to stay in my house.

<b>				HAGEN
</b>		Within the compound will be fine.

<b>				KAY
</b>		I was supposed to take the children
		to New England next week.

<b>				HAGEN
</b>		That's off now.

<b>				KAY
</b>		I'm going to see my parents.

<b>				HAGEN
</b>		Kay, Michael didn't tell me a lot;
		and what he did tell me, I can't
		repeat.  But the responsibility for
		you and the kids was the most
		important thing he left me with.

<b>				KAY
</b>		How long does this go on?

<b>				HAGEN
</b>		I don't know.
			(pause)
		I'm sorry, Kay...

<b>				KAY
</b>		Am I a prisoner?

<b>				HAGEN
</b>		That's not the way we look at it.

Angrily, without another word, Kay turns away from him, and
walks to her children, ignoring the running station wagon.

<b>EXT. ITALIAN LUXURY LINER - DAY
</b>
The luxury liner making its way across the Atlantic.

<b>INT. ITALIAN LUXURY LINER - MED. VIEW - DAY
</b>
The PURSER followed by several white uniformed associates
knocks on the door of something designated the "Leonardo
Suite." He is holding a telegram.

The door opens, and a tanned Merle peeks out of the door.

<b>				PURSER
</b>			(holding up the telegram)
		I'm terribly sorry to disturb you
		but we have received two telegrams.

<b>				MERLE
</b>			(reluctantly)
		Well...come in.

This entourage enters the suite, an impressive and
beautifully spacious luxury suite.  Connie is relaxing.

<b>				CONNIE
</b>		What is it?

<b>				PURSER
</b>		Yes.  One is from our office in New
		York.  The check that you wrote for
		your passage has been returned.

<b>				CONNIE
</b>		Can't be...

<b>				MERLE
</b>		Why don't you wire your bank?

<b>				PURSER
</b>		The other telegram is from your
		bank.  Your account has been closed
		and the company is warned not to
		extend any credit.

<b>				CONNIE
</b>		I'll take care of it in Naples.

<b>				PURSER
</b>		The company hopes so.  But for now,
		we have orders to change your
		accommodations.

And with that, the men in white begin to pack Connie and
Merle's luggage.

<b>				CONNIE
</b>		That son of a bitch!

<b>INT. ITALIAN LUXURY LINER - TINY THIRD CLASS CABIN - NIGHT
</b>
Connie and Merle are attempting to sleep in the miniature
cabin in bunk beds.  The little space is crowded with their
trunks and luggage.  Merle can barely hang onto the bunk,
the boat pitches so violently below.

<b>EXT. TRAIN TRACKS - MED. VIEW - DAY
</b>
A train speeds across the countryside.

<b>INT. THE TRAIN - DAY
</b>
Inside the corridor, a porter advances, and knocks on the
door of a stateroom.  A voice tells him to enter.  OUR VIEW
enters with him as he carries a tray of lunch.  From this
POV we see Michael Corleone sitting in the compartment.

<b>				PORTER
</b>		Mr. Paul?

<b>				MICHAEL
</b>		Yes.

<b>				PORTER
</b>		You ordered lunch?

<b>				MICHAEL
</b>		Put it right there.

The porter does so; as he places the tray down, he catches a
glimpse of a second person in the compartment with Michael.

<b>HIS VIEW
</b>
A very fierce, almost maniacal looking man, BUSSETTA.  He
nods that the porter should leave.

<b>				MICHAEL
</b>		Thank you.

The porter takes his advice and leaves quickly, closing the
door behind him.

<b>VIEW THROUGH THE WINDOW
</b>
Michael and his mysterious companion have lunch together on
the moving train.

<b>EXT. GULFSTREAM RACE TRACK IN MIAMI - HIGH FULL VIEW - DAY
</b>
The empty parking lot of the Gulfstream track, on an off-
race day.

<b>CLOSER VIEW
</b>
Michael sits behind the wheel of a nondescript late model
car.  Bussetta sits in the rear.

Another car swings into the lot.  Michael starts his car,
and pulls out of the lot; the second car following.

<b>NEW VIEW
</b>
This car pulls out and begins to follow them.  Michael
glances back by adjusting the rear view mirror, and nods to
Bussetta.

Michael's car begins to slow down, allowing the other car to
overtake them.

The overtaking car hesitates a moment, moving side by side
with them.

Michael glances toward the driver.

<b>MICHAEL'S VIEW
</b>
We recognize Johnny Ola, who waves a greeting to Michael,
and then continues on to lead him.

<b>EXT. SUBURBAN MIAMI NEIGHBORHOOD - DAY
</b>
Ola's car leads Michael's through a middle-class suburban
area of $30,000 to $40,000 homes.  There are small channels
with sporting and fishing boats parked near the houses.
Ola's car pulls up in front of a very simple, tract-type
home.  Michael's car parks nearby.

<b>				MICHAEL
</b>			(Sicilian)
			 (to Bussetta)
		You'll wait in the car.

Ola has gotten out of his car and walks up the little path
to the front door.  Michael waits.

Ola rings the bell, and after a moment, a rather pretty,
middle-aged WOMAN answers, remaining behind the screen door.
Ola says a few things to her and she disappears, leaving the
door open.

Ola comes down the steps, looks at Michael, nodding to him.
Ola then gets into his car and drives off.  Michael walks up
the walkway and enters the little house, closing the door
behind him.

This woman, TERRI ROTH, is in the kitchen, looking out at
Michael.

<b>				TERRI
</b>		I'm just going to make lunch.  How
		about a tuna fish sandwich?

<b>				MICHAEL
</b>		Thank you, Mrs. Roth.

She hurries halfway up the staircase.

<b>				TERRI
</b>		Hyman...HYMAN, your friend is here.
			(turning to Michael)
		Why don't you go right upstairs, Mr.
		Paul?

<b>				MICHAEL
</b>		Fine.

He continues upstairs; she goes into the kitchen.

<b>				TERRI
</b>		I'll give a yell when lunch is ready.

Michael continues up to a small den on the second floor; we
can HEAR the sound of a baseball game coming over the
television.

<b>INT. HYMAN ROTH'S DEN - DAY
</b>
Michael enters the den: it's very comfortable, but somewhat
like a senior citizen's retirement home in Florida.

<b>MICHAEL'S VIEW
</b>
There, sitting before the television is a small man in his
middle sixties, thin, with a wizened face, looking like a
small-time retired Jewish businessman.  This is HYMAN ROTH.

<b>				ROTH
</b>		Sit down, this is almost over.  You
		follow the baseball games?

<b>				MICHAEL
</b>		Not for a few years.

<b>				ROTH
</b>		I like sporting events -- I really
		enjoy watching them in the afternoon.
		One of the things I love about this
		country.  I loved baseball ever
		since Arnold Rothstein fixed the
		World Series of 1919...I heard you
		had some trouble.

<b>				MICHAEL
</b>		Yes.

<b>				ROTH
</b>		What a mistake; people behaving
		like that, with guns.
			(he shakes his head)
		It was my understanding we left all
		that behind.  But, let me tell you,
		the important thing is that you're
		all right.  Good health is the most
		important thing; more than success;
		more than power; more than money.

<b>				MICHAEL
</b>		The incident of the other night is
		a nuisance that I can take care of.
		I came to you because I want
		nothing to affect our agreement; I
		wanted to clear everything I'm
		going to do with you, just in case.

<b>				ROTH
</b>		You're a considerate young man.

<b>				MICHAEL
</b>		You're a great man, Mr. Roth, I
		have much to learn from you.

<b>				ROTH
</b>			(warmly)
		However I can help you...

<b>				MICHAEL
</b>		The Rosato Brothers have performed
		services for you in the past; I
		understand that they are under your
		protection.

<b>				ROTH
</b>			(simply)
		We do favors for each other...

<b>				MICHAEL
</b>		Technically, they are still under
		the Clemenza wing of the Corleone
		Family, now run by Frankie
		Pentangeli.  After Clemenza died,
		the Rosatos wanted territory of
		their own.  Pentangeli refused, and
		came to me, asking for permission
		to eliminate them.  I, of course,
		knew of their relationship with
		you, and in gratitude for your help
		with the Tropicana matter, turned
		him down.  Pentangeli was furious,
		and paid one hundred and fifty
		thousand dollars to have me killed.
		I was lucky and he was stupid.
		I'll visit him soon.
			(leaning toward the
			old man, sincerely)
		The important thing is that nothing
		jeopardize our plans, yours and
		mine.  This thing of ours, that we
		will build.

The old man touches Michael's hand, warmly.

<b>				ROTH
</b>		Nothing is more important.

<b>				MICHAEL
</b>			(quietly)
		Pentangeli is a dead man; do you
		object?

<b>				ROTH
</b>		It's always bad for business; but
		you have no choice.

<b>				MICHAEL
</b>		Then it's done.  I must choose his
		replacement: it cannot be Rosato.

<b>				ROTH
</b>		Of course you must keep control of
		your family.

He turns to Michael, turning the volume higher on the
television, and moving closer to his young partner.

<b>				ROTH
</b>		Michael, these things are
		unimportant.  Who should be the
		manager of a dime store, Joe or
		Jack?  Unimportant.  You do what
		you think is right.  You're a young
		man, and I'm old and sick.  What we
		do together in the next few months
		will be history, Michael; it has
		never been done before.  We will do
		this historical thing together, and
		even your Father could never dream
		it would be possible.  We are
		bigger than U.S. Steel, you and
		me... because in America, anything
		is possible!
			(pause)
		But soon I will be dead, and it
		will all belong to you.

There is a KNOCK on the door, and Terri Roth pushes the door
open with her hip.

<b>				TERRI
</b>		My goodness, you'll rupture your
		eardrums, Hyman.

She puts the tray down, and turns down the television.

<b>EXT. ROTH'S HOUSE - MED. VIEW - DAY
</b>
The sinister Bussetta waits patiently in the rear seat of
the car, outside Roth's modest house.

<b>EXT. DOWNTOWN NEW YORK - MOVING VIEW - DAY
</b>
A black Cadillac moves down the street, slowed by the
Festivities of the Festa that is in progress: people milling
around, buying souvenirs at the many stands set up.

Sausage and grilled meats are prepared, just as they were
years ago.  Electric lights are strung from the street
lamps, and brightly colored banners pronounce the "Festa of
the Madonna."

<b>MOVING CLOSE VIEW
</b>
Willy Cicci drives, frustrated that he cannot go any faster.
Next to him, Frankie Pentangeli sits, catching a few seconds'
snooze.

<b>MED. VIEW
</b>
The black car pulls up; another car that had been following
it parks nearby.

One of Pentangeli's button men gets out of the car, and
steps into a small Italian restaurant; he exits quickly, and
nods affirmatively toward Pentangeli's Cadillac.

The group of them step out quickly, men huddled around
Pentangeli, and enter the restaurant.

<b>INT. THE RESTAURANT - DAY
</b>
The restaurant is quite empty, despite the excitement out on
the street.

Pentangeli immediately sits at a table with a tall, dark,
snappily dressed young man, CARMINE ROSATO.

Nearby, on the other side of the room is Rosato's brother,
TONY, seated with a group of their men.

At another table in the restaurant is a table of Pentangeli's
people: they are joined by bodyguards.

<b>				PENTANGELI
</b>		Rosato, where's your brother?

<b>				ROSATO
</b>		Sitting right behind you.

Pentangeli glances behind himself.

<b>				PENTANGELI
</b>		He don't want to talk?

<b>				ROSATO
</b>		We worked it all out beforehand.

<b>				PENTANGELI
</b>		Are we going to eat or what?

<b>				ROSATO
</b>		Sure, on me.  I got Diner's Club.

<b>				PENTANGELI
</b>			(sarcastically)
		Forget it; I'm suddenly without an
		appetite.  You're making big
		trouble, Carmine.

<b>				ROSATO
</b>		You weren't straight with us,
		Frankie, what else could we do?

<b>				PENTANGELI
</b>		We could have talked first, saved a
		lot of running around.

<b>				ROSATO
</b>		You wasn't listening, you didn't
		want to talk.

<b>				PENTANGELI
</b>		Don't I look like I'm listening?

<b>				ROSATO
</b>		We want Brooklyn one hundred
		percent.  No more taxes to you.  We
		want to be only loosely connected
		with your family -- sort of a
		under-family all of our own.  Then
		we can act on all internal matters
		without talking.  Also we want you
		to inform Michael Corleone that we
		can deal directly with him.

<b>				PENTANGELI
</b>		I'm a little hungry, maybe I'll
		order something.  Joe.
			(one of his men)
		Get me some bracciole or something.
		And pay cash.
			(to Rosato)
		And in return for these concessions,
		what do you do for me?

<b>				ROSATO
</b>		We will release the hostages,
		number one.  Number two, we're here
		for you to count on when you need
		us.  We're independent, but we're
		here if you need us.  In general,
		we'll cooperate with you and your
		businesses, and you in turn will
		cooperate with us.  Pari persu.

<b>				PENTANGELI
</b>		Pari Persu; what the fuck is Pari
		persu...?

<b>				ROSATO
</b>		My lawyer went over this beforehand.

<b>				PENTANGELI
</b>		What assurances do I have that
		there will be no more kidnapping,
		no more hits?

<b>				ROSATO
</b>		The same assurance we got from you.

<b>				PENTANGELI
</b>		What if I say shove it?

<b>				ROSATO
</b>		Then Carmine Fucillo and Tony Blue
		DeRosa will need to be fitted for
		slabs.

<b>				PENTANGELI
</b>		You want a war?

<b>				ROSATO
</b>		We got no choice.

<b>				PENTANGELI
</b>		You know if there's a way I'll go
		to the commission and the commission
		will side with me.  That puts me
		and the other New York families
		against you.

<b>				ROSATO
</b>		We got friends in the commission.

<b>				PENTANGELI
</b>			(getting angry)
		I'm talking about Italians!

<b>				ROSATO
</b>		What about Michael Corleone?

<b>				PENTANGELI
</b>		He supports me.

<b>				ROSATO
</b>		Maybe, yes... maybe no.

One of Pentangeli's men approaches with a plate of Italian
food.

Pentangeli stands up, angered by this remark of Rosato's; he
pushes the dish of food out of the surprised Bodyguard's
hands.

<b>				PENTANGELI
</b>		You drove old Pete Clemenza to his
		grave, Carmine; you and your
		brother.  Turning on him; trouble
		in his territories -- you and your
		demands.  I hold you responsible,
		just as though you shot him in the
		head.  And I ain't gonna let that
		go for long!

Pentangeli walks out of the restaurant; there's a little
tension between the bodyguards of the two factions.

<b>				ROSATO (O.S.)
</b>		Hey, Five-Angels...

He gives him the arm.

Frankie's face turns red, like he wants to have it out here
and now; but Willy Cicci calms his down, and they all make
their move out.

<b>EXT. THE RESTAURANT - DAY
</b>
Pentangeli gets into the car.

<b>				PENTANGELI
</b>		Nobody I hate calls me Five-Angels
		to my face!

He slams the door.

<b>EXT. PENTANGELI'S LONG BEACH ESTATE - DAY
</b>
Part of the old estate of Don Corleone.  By now, the wall
has been torn down, and the other houses sold off.

His car is parked; Pentangeli steps out, still angry over
the confrontation.  As he approaches the house, he notices
something strained about the bodyguards who discreetly guard
his house.  No one seems to want to tell him.

<b>				PENTANGELI
</b>		What's up?

Pentangeli glances over to the front door foyer.

<b>PENTANGELI'S VIEW
</b>
The strange and silent Bussetta, the man who now always
travels with Michael.

<b>INT. PENTANGELI'S HOUSE - DAY
</b>
Pentangeli enters; he sees his WIFE, standing oddly in the
hallway.

<b>				PENTANGELI
</b>			(Sicilian)
		What's this?

<b>				WIFE
</b>		Michael Corleone.

<b>				PENTANGELI
</b>		One Michael Corleone...Dove?

<b>				WIFE
</b>			(Sicilian)
		He's in your study.

He knows it is very very serious for Michael to be here in
his home.

He automatically moves into his study.

<b>INT. PENTANGELI'S STUDY - DAY
</b>
Michael stands quietly in the room.  This was once his
father's study, although it is totally redecorated.
Pentangeli starts sweating, and moves toward the young Don,
and kisses his hand.

<b>				PENTANGELI
</b>		Don Corleone, I wish you let me
		know you was coming.  We could have
		prepared something for you.

<b>				MICHAEL
</b>		I didn't want you to know I was
		coming.  You heard what happened in
		my home?

<b>				PENTANGELI
</b>		Michael, yes, we was all relieved...

<b>				MICHAEL
</b>			(furious)
		In my home!  In the same room where
		my wife was sleeping; where my
		children come in their pajamas, and
		play with their toys.

He's terrified Pentangeli with his anger; then, just as
suddenly, he talks quietly, calmly.

<b>				MICHAEL
</b>		I want you to help me take my
		revenge.

<b>				PENTANGELI
</b>		Michael, anything.  What is it I
		can do for you?

<b>				MICHAEL
</b>		I want you to settle these troubles
		with the Rosato Brothers.

<b>				PENTANGELI
</b>		I was just going to contact you,
		Michael; we just had a 'sit-down' -
		in fact, I just come from there.

<b>				MICHAEL
</b>		I want you to settle on their terms.

<b>				PENTANGELI
</b>		Mike, I don't understand.  Don't
		ask me to do that.

<b>				MICHAEL
</b>		Trust me; do as I ask.

<b>				PENTANGELI
</b>		It would be the beginning of the
		end for my family.  How can I keep
		all my other territories in like if
		I let two wise-guys stand up and
		demand this and that, and then give
		it to them?

<b>				MICHAEL
</b>		Frankie...do you respect me?  Do I
		have your loyalty?

<b>				PENTANGELI
</b>		Always... But sometimes I don't
		understand.  I know I'll never have
		your kind of brains, in big deals.
		But Mike, this is a street thing.
		And Hyman Roth in Miami is behind
		the Rosato Brothers.

<b>				MICHAEL
</b>		I know.

<b>				PENTANGELI
</b>		Then why do you want me to lay down
		to them?

<b>				MICHAEL
</b>			(coldly, but convincing)
		Frankie, Roth tried to have me
		killed.  I'm sure it was him, but I
		don't know yet why.

<b>				PENTANGELI
</b>		Jesus Christ, Michael, then let's
		hit 'em now, while we still got the
		muscle.

<b>				MICHAEL
</b>		This was my father's old study.
		When I was a kid, we had to be
		quiet when we played near here.
		When I was older, I learned many
		things from him here.  I was happy
		that this house never went to
		strangers; first Clemenza took it
		over, and then you.  My father
		taught me, in this room, never to
		act until you know everything
		that's behind things.  Never.  If
		Hyman Roth sees that I interceded
		with you in the Rosato Brothers'
		favor, he'll think his relationship
		with me is still sound.  I'm going
		somewhere to meet him tomorrow.  We
		have friends in some very important
		business that we're making.  Do
		this for me; you make the peace
		with the Rosato Brothers on their
		terms.  Let the word out that I
		forced you; you're not happy wit
		hit, but acquiesced, just because
		of me.  It will get back to Hyman
		Roth.  Do this, Frankie.  You can
		trust me.

<b>				PENTANGELI
</b>		Sure, Mike.  I'll go along.

<b>				MICHAEL
</b>		Good.

They embrace; Michael kisses him.  He looks at the young
Don, thoughtfully.

<b>INT. TROPICANA HOTEL - CLOSE VIEW - DAY
</b>
The money trays are carefully unloaded from the gaming
tables, and put on a cart with others.

The cart, preceded and followed by security guards, is then
wheeled through the casino, into a private, counting room.

<b>INT. COUNTING ROOM - MED. VIEW - DAY
</b>
The guards leave the room; the door is locked after them,
leaving only Hagen.  Neri and an ACCOUNTANT, a very fat man.
The numbered boxes are opened, and cash and checks are
spread out on the counting table.

The accountant begins with amazing speed and skill, to count
and divide the money.

<b>				NERI
</b>		Fifteen percent skim?

<b>				HAGEN
</b>		Twenty-five this time.

The accountant stops, and looks up to Neri.

<b>				NERI
</b>		It might show.

<b>				HAGEN
</b>		Mike wants it.

Neri nods, and the accountant continues.  Neri opens a door,
allowing a sandy-haired man, a COURIER, into the room.  The
cream is placed into his pouch personally by Neri.

<b>				NERI
</b>		We've never sent this much with one
		courier.

<b>				HAGEN
</b>			(to the courier)
		Your plans are a little different
		this time.  You skip Miami, and go
		straight to Geneva.  It's to be
		deposited to this number.
			(handing him a small envelope)
		And it's got to be there by Monday
		morning, no slip-up.

<b>				COURIER
</b>		I think I was 'picked-up' last trip.
		That hour layover I had at Kennedy.
		I went over and bought a paper...

Neri has finished putting the 'creamed' money into the pouch.

<b>				NERI
</b>		Those were our people.

<b>				COURIER
</b>		Okay, just thought you should know.

He is just about to close and lock the pouch, when Hagen
gestures that he should wait, and adds more stacks of
carefully packaged bills into the pouch.  Then Neri locks
it, and handcuffs it to the courier's arm, looking
inquiringly at Hagen.

<b>				HAGEN
</b>		Let them count.

The courier is shown out through a private door, and then
the first door is opened.  Two accountants come in with the
guards, and the trays are opened, and the counting process
is begun all over again, this time with the State Tally
sheets.

<b>INT. TROPICANA CORRIDOR - MOVING VIEW - DAY
</b>
The courier continues on his way; followed by Hagen and Neri.

<b>				NERI
</b>		What's up?

<b>				HAGEN
</b>		No questions.

<b>				NERI
</b>		I got to ask questions, Tom,
		there's three million dollars cash
		in that pouch; Mike is gone and I
		have no word from him.

<b>				HAGEN
</b>		Al, as far as you're concerned, I'm
		the Don.

<b>				NERI
</b>		How do I know you haven't gone into
		business for yourself?

This hurts Tom; but he is a reasonable man, and he knows he
owes Neri some explanation.

<b>				HAGEN
</b>		You've been through a lot with us
		so I'm going to give you the truth.
		Mike knows it was someone within
		the compound that set him up for
		that hit.  So nobody is to know
		where he is, not you, not Rocco,
		not even his brother Fredo.  Sorry,
		Al, I know how you feel about
		Mike...but he still remembers Tessio.

<b>EXT. KEY WEST - NIGHT
</b>
Michael is led to a desolate, night-lit private dock.  He is
followed by the ever-present Bussetta, and they are helped
onto a light-weight, luxury cabin cruiser.  The crew cast
off various ropes, and the boat sets out into the night.

<b>							FADE OUT.
</b>
<b>FADE IN:
</b>
<b>EXT. TAHOE ESTATE - DAY
</b>
A seaplane lands nicely by the private Corleone harbor;
Hagen disembarks with his inevitable overloaded briefcase.
He continues down the ramp, past several Buttonmen, dressed
in summer casual attire, and who resemble secret service men
rather than thugs.

His wife THERESA lies on a blanket on the great lawn, with
her youngest children, who run to their father for a kiss.

<b>				THERESA
</b>		Hungry?

<b>				HAGEN
</b>		Just a little.

<b>				THERESA
</b>		I've invited Mama, Sandra and the
		kids for barbecue.

<b>				HAGEN
</b>		What about Kay?

<b>				THERESA
</b>		I couldn't find her.  She's been so
		broody, sticks to herself.

<b>EXT. TAHOE LAWN BARBECUE - MED. VIEW - DAY
</b>
Hagen and Sonny's boys are throwing a football around on the
lawn; the littler kids running after them.

Coals are burning in the old style stone barbecue, and
several tables are set for the family.

In the distance, there is always evidence of the bodyguards.

Theresa, Mama and Sandra prepare the steaks.

Hagen relaxes in a sports shirt.

<b>				HAGEN
</b>		Let me try Kay.

He crosses the lawn, to the house on the beach where Michael
and his family live.  Is about to knock on the door:

<b>				HAGEN'S SON
</b>		Hey, Pop, heads up!

The football is flying in his direction; he catches it and
throws it back.  Then he cracks the door open, and peeks in.

<b>INT. MICHAEL'S HOUSE - DAY
</b>
<b>				HAGEN
</b>		Kay?

He steps in, the beautiful summer living room is neat, but
empty.

<b>				HAGEN
</b>		Anyone hungry?

He moves through the house more quickly; into the dining and
recreation room areas.  A cat jumps off a pile of cushions
and runs across the room.

<b>				HAGEN
</b>		Hello?

<b>				SANDRA (O.S.)
</b>		She's gone, Tom.

Sandra has followed him into Michael's house.

<b>				HAGEN
</b>		What do you mean gone?

<b>				SANDRA
</b>		The Barretts from Rubicon Bay came
		by in a new speedboat.  Rocco tried
		to say she wasn't in, but Kay
		spotted them and asked if they
		would take her and the kids for a
		ride.  That was three hours ago.

<b>				HAGEN
</b>			(furious)
		Why didn't someone tell me!

<b>				SANDRA
</b>		I wanted to tell you alone; your
		wife doesn't know what's going on.

Hagen rushes out of the house.

<b>EXT. TAHOE LAWN - DAY
</b>
Hagen moves quickly out of Michael's house; moving across
the lawn to the boathouse.

<b>				HAGEN'S SON
</b>		Hey, Dad!

This time he ignores the thrown ball, and moves directly to
Rocco, who is by some men near the boathouse.

<b>				HAGEN
</b>		Rocco!

<b>				ROCCO
</b>		I know.  I went down to the Barrett
		house.  But she's gone.  They drove
		her and the kids to North Tahoe
		airport.

<b>				HAGEN
</b>		Goddamn it, where were you?

<b>				ROCCO
</b>		I was in my house.  Willy tried,
		but it would have taken some
		strong-arm to stop her, and he
		figured you wouldn't want that.

<b>INT. THE BOATHOUSE - DAY
</b>
They enter the boathouse.

<b>				HAGEN
</b>			(to one of the men)
		Get me a Scotch and water.

The man hurries behind the bar.

<b>				ROCCO
</b>		She took a flight to San Francisco.
		We figure she's going to connect to
		New Hampshire; her parents' place.

<b>				HAGEN
</b>			(almost to himself)
		I can't let him down.

He swallows the drink down in several gulps.  And then looks
up to his men watching him.  He's embarrassed to have shown
such weakness.

<b>				HAGEN
</b>		All right, let me think a minute.

Rocco clears the men out.

<b>				ROCCO
</b>		Me too, Tom?

<b>				HAGEN
</b>		Yeah, give me a minute.

Rocco gone, Hagen moves behind the enormous bar, and pours
himself a giant drink.  He drinks that, and calms himself.

<b>				HAGEN
</b>		Oh Christ, Pop.  It was so good
		when you were alive.  I felt I
		could handle anything...

<b>EXT. VIEW FROM BOAT - FULL VIEW - DAY
</b>
A beautiful coastal view of a tropical Caribbean city.  An
extraordinary view, high buildings, palm trees, all set
right on the bay.

<b>MED. CLOSE VIEW ON MICHAEL
</b>
on the cruiser, Bussetta a little distance away, watching,
but never speaking.  The dark-skinned CAPTAIN of the cruiser
keeps pointing repeatedly.

<b>				CAPTAIN
</b>		Habana, Habana.

<b>EXT. HAVANA STREET - MOVING VIEW - DAY
</b>
Michael and Bussetta are driven in a Mercury sedan, making
its way through the streets of Havana.

<b>CLOSE VIEW ON MICHAEL
</b>
looking out the window.

<b>MICHAEL'S POV
</b>
Crowded streets, occasional roving bands playing for the
tourists; there is much evidence of tourism: Americans
walking through the streets with cameras.  Occasionally, we
see a Cuban with a row of numbers attached to his hat,
carrying a big sheet of the daily lottery numbers.  From all
of these street impressions, the city is booming with
activity, but there is also much evidence of whores and
pimps and little children begging in the streets.

<b>MED. VIEW
</b>
The big American car stops at an intersection.  Bussetta is
sitting in the forward passenger side; while Michael is in
the back.  He hears tapping on the window; he turns and sees
four Cuban boys tapping on his window and extending their
hands, and rubbing their stomachs as though they were hungry.
The Cuban driver rolls down his window and shouts them away
in Spanish.

<b>INT. HAVANA CASINO LOBBY - MOVING VIEW - NIGHT
</b>
Michael is led through a beautiful wooden lobby of the
hotel, done in Spanish style, apparently just recently
completed.  He is approached by a thin, mousy man, SAM ROTH,
who ushers him toward the casino entrance.

<b>				SAM ROTH
</b>		Hiya, Mr. Corleone, I'm Sam Roth.
		Welcome to the Capri; my brother's
		upstairs.  You wanta take a rest
		before you see him, or can I get
		you something, anything at all?

<b>				MICHAEL
</b>		No, I'm fine.

He leads Michael into the main casino.

<b>				SAM ROTH
</b>		This is it!  We think it makes
		Vegas look like the corner crap game.

<b>				MICHAEL
</b>		Very impressive.

<b>				SAM ROTH
</b>		Jake, Jake, come over here.  Mike,
		I want you to meet Jake Cohen; he
		manages the casino for us.

<b>				COHEN
</b>			(appreciating
			Michael's status)
		Mr. Corleone.

Sam turns to Bussetta and extends his glad-hand.

<b>				SAM ROTH
</b>		Pleasure to meet you, I'm sure...

He gets no response whatsoever from Bussetta.

<b>INT. PRESIDENTIAL PALACE - NIGHT
</b>
An extremely tall, well-built Cuban, tanned and wearing an
attractive mustache, LEON, in his middle forties, reads from
a prepared paper.  His sentences are translated by a smaller
man, standing to his rear.

<b>				LEON
</b>			(Spanish)
		Most respected gentlemen, allow me
		to welcome you to the City of
		Havana, the Republic of Cuba on
		behalf of His Excellency, Fulgencio
		Batista.

THE VIEW BEGINS TO MOVE along the various men gathered for
this meeting.

<b>				LEON (O.S.)
</b>		I'd like to thank this distinguished
		group of American Industrialists,
		for continuing to work with Cuba,
		for the greatest period of
		prosperity in her entire history.
		Mr. William Proxmiro, representing
		the General Fruit Company... Messrs.
		Corngold and Dant, of the United
		Telephone and Telegraph Company; Mr.
		Petty, regional Vice-President of
		the Pan American Mining Corporation;
		and, of course, our friend Mr.
		Robert Allen, of South American
		Sugar.  Mr. Nash of the American
		State Department.  And Mr. Hyman
		Roth of Miami, and Michael Corleone
		of Nevada representing our
		Associates in Tourism and Leisure
		Activities.

<b>VIEW ON THE ENTIRE GROUP
</b>
Leon pauses to take a drink of water.  Then proudly, he
lifts a shiny yellow telephone for all to see.

<b>				LEON
</b>		The President would like to take
		this opportunity to thank U T&amp;T for
		their lovely gift: a solid gold
		telephone!  He thought all you
		gentlemen would care to take a look
		at it.

He hands the heavy phone set to one of his aides, and it is
passed in turn to each of the men in attendance.

<b>				CORNGOLD
</b>		Your Excellency, perhaps you could
		discuss the status of rebel activity
		and how this may affect our
		businesses.

<b>MED. CLOSE VIEW ON MICHAEL
</b>
He receives the telephone, and glances at it before passing
it on to Hyman Roth.

<b>				LEON (O.S.)
</b>		Of course.  The rebel movement is
		basically unpopular, and since July
		of 1958 has been contained in the
		Oriente Province, in the mountains
		of the Sierra Muestre.

Michael passes the phone on to Roth.

<b>				LEON
</b>			(continuing)
		We began a highly successful
		offensive against them in March,
		and activities within the city
		itself are at a minimum.  I can
		assure you we'll tolerate no
		guerrillas in the casinos or
		swimming pools!

General subdued laughter.

<b>A CUBAN STREET - LATE DAY
</b>
Police are stopping traffic.  Michael's Mercury is among the
cars; a police officer, seeing that some important person is
being driven, walks up to the driver.  He leans forward, and
says something in Spanish to the driver.

The driver, in turn, leans over to Michael.

<b>				DRIVER
</b>		He says it will just be a short
		time and they'll let us through.

Michael looks out the window.

<b>MICHAEL'S VIEW
</b>
The old building has been totally surrounded by police and
military vehicles.  Right at this moment, they are waiting
lazily, but soldiers are there with automatic weapons ready.
There is a momentary commotion inside the building, and the
men brace up.  A Captain of the Army detachment says
something in Spanish over a megaphone; and his men put their
weapons at the ready, as other policemen lead a group of
civilians out of the building with their hands up.

They are moved over to some military truck, where they are
frisked before being loaded.

All of a sudden, one of the civilian rebels breaks loose,
and rushes toward the command vehicle.  He hurls himself
into the vehicle, as two police try to pull him out.  A
second later, and there is an explosion; the man obviously
having hidden a grenade on his body, sacrificing his own
life to take the life of the Captain.

There is a commotion, but the military quickly quell it.

<b>CLOSE VIEW ON MICHAEL
</b>
watching.  The police rush to Michael's car and guide it
outside of the trouble area.

<b>MED. VIEW
</b>
as they lead and escort the Mercury out of the area.

<b>EXT. HAVANA COUNTRY CLUB - CLOSE VIEW - DAY
</b>
Some glasses; rum is poured into them; then Coca Cola.
Quarter limes are squeezed.

<b>				SAM ROTH (O.S.)
</b>		Rum... Coca Cola...a squeeze of
		fresh lime...

Sam prepares the drinks for his brother, Hyman, and a group
of men, including Michael.

<b>				MAN
</b>		Cuba Libres.

<b>				MICHAEL
</b>		I was told the Cubans now call this
		drink: "La Mentira."

<b>				ROTH
</b>		I still don't speak Spanish, Michael.

<b>				MICHAEL
</b>		It means... "The Lie."

A moment's hesitation, then a few of the men laugh.  Now two
Cubans in white carry a table which has a lovely small cake
on it.

<b>				SAM ROTH
</b>		The cake is here.

They all raise their glasses to the old man.

<b>				EVERYONE
</b>			(ad lib)
		Happy Birthday!

Roth glances at the cake and its inscription, is pleased.

<b>				ROTH
</b>		I hope my age is correct: I am
		always accurate about my age.

Some laugh.  He nods, and they begin to cut it, put a piece
on plates, and carry them to the different men.

<b>				ROTH
</b>		Everything we've learned in Vegas
		is true here; but we can go further.
		The bigger, the swankier, the
		plusher the store, the more a sense
		of legitimacy, and the bigger
		business we do.
			(looking at the plate
			brought to him)
		A smaller piece.  What we've
		proposed to the Cuban Government is
		that it put up half the cash on a
		dollar for dollar basis.
			(accepting a smaller piece)
		Thank you.  We can find people in
		the United States who will put up
		our share for a small piece of the
		action, yet we will retain control.

<b>				ONE OF THE MEN
</b>		How much?

<b>				ROTH
</b>		A hundred million dollars.  But
		only if this Government relaxes its
		restrictions on importing building
		materials; we'll need some new
		laws, too, but that will be no
		difficulty.

<b>				ANOTHER MAN
</b>		What are import duties now?

<b>				ROTH
</b>		As much as seventy percent.  Also,
		I'm working out an arrangement with
		the Minister of Labor so that all
		our pit bosses, stick-men and
		Dealers, can be considered
		specialized technicians eligible
		for two year visas.  As of now
		they're only allowed in Cuba for
		six months at a time.  In short,
		we're in a full partnership with
		the Cuban Government.

<b>VIEW ON MICHAEL
</b>
is handed a piece of cake.  Roth moves over to a folder of
documents.

<b>				ROTH
</b>			(continuing)
		Here are applications from Friends
		all over the States.  I understand
		Santo Virgilio in Tampa is trying
		to make his own deal.  Well, the
		Cuban Government will brush him off.
		The Lakeville Road Boys are going
		to take over the Nacionale here.
		I'm planning a new hotel casino to
		be known as Riviera.  The new Capri
		will go to the Corleone Family.

<b>MED. VIEW
</b>
The cake is sliced and carried to each of the men.

<b>				ROTH
</b>		Then there's the Sevilla Biltmore;
		the Havana Hilton, which is going
		to cost twenty-four million --
		Cuban banks will put up half, the
		Teamsters will bankroll the rest.
		Generally, there will be friends
		for all our friends including the
		Lieutenant Governor of Nevada;
		Eddie Levine of Newport will bring
		in the Pennino Brothers, Dino and
		Eddie; they'll handle actual casino
		operations.

And seeing that all of his friends have been served, Roth
raises his fork.

<b>				ROTH
</b>		Enjoy.

<b>				MICHAEL
</b>		I saw an interesting thing today.
		A man was being arrested by the
		Military Police; probably an urban
		guerrilla.  Rather than be taken
		alive, he exploded a grenade hidden
		in his jacket, taking the command
		vehicle with him.

The various men look up as Michael eats his cake, wondering
what the point of it is.

<b>				MICHAEL
</b>		It occurred to me: the police are
		paid to fight, and the Rebels are
		not.

<b>				SAM ROTH
</b>		So?

<b>				MICHAEL
</b>		So, that occurred to me.

<b>VIEW ON ROTH
</b>
He understands Michael's point, if the others do not.

<b>				ROTH
</b>		This country has had rebels for the
		last fifty years; it's part of
		their blood.  Believe me, I know...
		I've been coming here since the
		twenties; we were running molasses
		out of Havana when you were a baby.
		To trucks owned by your father.
			(he chuckles warmly
			over the memory)
		We'll talk when we're alone.

And he returns his attention to the men who are gathered
with him on his birthday.

<b>EXT. ROTH'S PRIVATE TERRACE - DAY
</b>
Michael sits alone with the old man, on a terrace that
overlooks the city.

<b>				ROTH
</b>		You have to be careful what you say
		in front of the others... they
		frighten easy.  It's always been
		that way, most men frighten easy.

<b>				MICHAEL
</b>		We're making a big investment in
		Cuba.  That's my only concern.

<b>				ROTH
</b>		My concern is that the three
		million never arrived at Batista's
		numbered account in Switzerland.
		He thinks it's because you have
		second thoughts about his ability
		to stop the rebels.

<b>				MICHAEL
</b>		The money was sent.

<b>				ROTH
</b>		Then you have to trace it.  Michael,
		people here look at me as a reliable
		man.  I can't afford not to be
		looked on as a reliable man.  But
		you know all that; there's nothing
		you can learn from me.  You
		shouldn't have to put up with a
		sick old man as a partner.

<b>				MICHAEL
</b>		I wouldn't consider anyone else.

<b>				ROTH
</b>		Except the President of the United
		States.

He laughs slyly, as though this is some private joke between
them.  Then his laughter becomes a cough, which he painfully
stifles with a handkerchief.

<b>				ROTH
</b>		If only I could live to see it,
		kid; to be there with you.  How
		beautifully we've done it, step by
		step.  Here, protected, free to
		make our profits without the
		Justice Department, the FBI; ninety
		miles away in partnership with a
		friendly government.  Ninety miles,
		just a small step, looking for a
		man who desperately wants to be
		President of the United States, and
		having the cash to make it possible.

<b>				MICHAEL
</b>		You'll be there to see it; you'll
		be there.

<b>INT. MICHAEL'S SUITE - NIGHT
</b>
The telephone has just rung; Michael listens.

<b>				OPERATOR
</b>		We have your call to Tahoe, Nevada,
		sir.

<b>				MICHAEL
</b>		Thank you.
			(click, click)
		Tom?  Tom, is that you?

<b>				ROCCO (O.S.)
</b>		No, Tom's out of town.  This is
		Rocco.  Who is this?

Michael is openly disturbed that Hagen is not there.  He
hangs up without answering.

<b>EXT. NEW ENGLAND HOUSE - DAY
</b>
Tom Hagen steps out of a taxicab a bit tentatively, and then
steps toward the door of a pleasant New England house.  He
rings the bell and waits, hat in hand.  A moment later, the
door opens, and Kay is standing there.

<b>				KAY
</b>		I'm not surprised to see you, Tom.

<b>INT. SMALL ROOM - NEW ENGLAND HOUSE - MED. VIEW - DAY
</b>
Out to the yard, where we can see glimpses of little Anthony
playing by himself.

<b>				KAY (O.S.)
</b>		I can't love a man like that; I
		can't live with him, I can't let
		him be father to my children.  Look.

The little boy, moodily by himself.

<b>VIEW ON KAY
</b>
obviously moved.

<b>				KAY
</b>		He's not like a little boy... he
		doesn't talk to me; he doesn't want
		to play; he doesn't like other
		children, he doesn't like toys.
		It's as though he's waiting for the
		time he can take his Father's place.
			(almost in tears)
		You know what he told me when he
		was four years old.  He said he had
		killed his Grandfather...

<b>VIEW ON HAGEN
</b>
listening, calmly.

<b>				KAY
</b>		... He said he had shot his
		Grandfather with a gun, and then he
		died in the garden.  And he asked
		me... he asked me, Tom, if that
		meant now his father would shoot
		him out of... revenge.
			(she cries)
		How does a four year old boy learn
		the word... 'revenge'?

<b>				HAGEN
</b>		Kay... Kay...

<b>VIEW ON KAY
</b>
<b>				KAY
</b>		What kind of a family is this...
		are we human beings?  He knows his
		Father killed his Uncle Carlo.  He
		heard Connie.

<b>				HAGEN
</b>		You don't know that's true.  But
		Kay, just for the sake of an
		argument, let's assume it is, I'm
		not saying it is, remember, but...
		What if I gave you what might be
		some justification for what he
		did... or rather some possible
		justification for what he possibly
		did.

<b>				KAY
</b>		That's the first time I've seen the
		lawyer side of you, Tom.  It's not
		your best side.

<b>				HAGEN
</b>		Okay, just hear me out.  What if
		Carlo had been paid to help get
		Sonny killed?  What if his beating
		of Connie that time was a deliberate
		plot to get Sonny out into the open?
		Then what?  And what if the Don, a
		great man, couldn't bring himself
		to do what he had to do, avenge his
		son's death by killing his
		daughter's husband?  What if that,
		finally, was too much for him, and
		he made Michael his successor,
		knowing that Michael would take
		that load off his shoulders, would
		take that guilt?

<b>				KAY
</b>		He's not the same as when I met him.

<b>				HAGEN
</b>		If he were, he'd be dead by now.
		You'd be a widow.  You'd have no
		problem.

<b>				KAY
</b>		What the hell does that mean?  Come
		on, Tom, speak out straight once in
		your life.  I know Michael can't,
		but you're not Sicilian, you can
		tell a woman the truth; you can
		treat her like an equal, a fellow
		human being.

There is a long silence.

Then Hagen shakes his head; he can tell her no more.

<b>				HAGEN
</b>		If you told Michael what I've told
		you today, I'm a dead man.

<b>				KAY
</b>		When is it finally over?  I want it
		to be over before my baby is born.

<b>				HAGEN
</b>		I don't know.  I hope soon; but
		it's not over yet, and that's why
		you and the kids have to come back
		to me.

He looks at her; it's clear that he has been entrusted with
her safety and her children's.

He is a kind, good man, and seems very nervous and
overwrought.

<b>VIEW ON THE WINDOW
</b>
Little Anthony is pressing his face against the glass pane,
as though he senses the adults are discussing something of
importance to him.

<b>INT. TROPICANA HOTEL-CASINO - MED. VIEW - NIGHT
</b>
The Baccarat table.  Busy, hundred dollar bills being played.

<b>				LOUDSPEAKER
</b>		Mr. Corleone; Mr. Freddie Corleone,
		telephone please.

<b>				PIT BOSS
</b>		Not here.

<b>VIEW ON THE CRAP TABLES
</b>
The play is fast; pit boss presiding; but no sign of Fredo.

<b>				LOUDSPEAKER
</b>		Telephone for Mr. Corleone.

<b>ANOTHER PART OF THE CASINO
</b>
We see Neri, ominous, presiding over the entire store.  He
picks up a pit telephone.

<b>				NERI
</b>		He's backstage.
			(and hangs up disgustedly)

<b>INT. TROPICANA BACKSTAGE AREA - MED. VIEW - NIGHT
</b>
Fredo is entertaining two showgirls done up in feathers and
what-have-you.

<b>				FREDO
</b>		C'mon, you got fifteen minutes
		before the finale!  I want to show
		you a trick with feathers.

<b>				STAGEHAND
</b>		Phone for you.

<b>				FREDO
</b>		Don't go away; wait a minute.

He takes the phone; we can catch a VIEW of the show going on
from the wings.

<b>				FREDO
</b>			(on the phone)
		Yeah.  Okay.  Who?  Mikey?  But...
		Si... si, caposco.
			(in Sicilian)
		Sure... how much?  I understand.
		Jesus, three million... I won't let
		you down.  Sure.

He hangs up thoughtfully.

<b>				ONE OF THE GIRLS
</b>		Freddie; we still got twelve
		minutes before the finale!

<b>				FREDO
</b>		Yeah... some other time.

<b>EXT. NEW YORK BAR - DAY
</b>
There is a light rain.  Pentangeli steps out of his car;
points to Willy Cicci.

<b>				PENTANGELI
</b>		Wait in the car.

He walks up the street, to the bar, where he is greeted by
the tall, handsome Carmine Rosato.  They shake hands.
Pentangeli looks in his hand.

<b>CLOSE VIEW
</b>
Rosato has put a crisp one hundred dollar bill in his hand,
folded sharply in two.

<b>				PENTANGELI
</b>		What's this?

<b>				ROSATO
</b>		That's a lucky C note for our new
		deal.

He puts his arm around Pentangeli, and they walk into the bar.

<b>INT. THE BAR - DAY
</b>
The bar is fairly empty; and very dark.  Pentangeli and
Rosato step up to the bar; the bartender momentarily stops
polishing glasses to pour a couple of drinks.

<b>				ROSATO
</b>		We were all real happy about your
		decision, Frankie; you're not goin'
		to regret it.

He holds up the glass.

<b>				PENTANGELI
</b>		I don't like the C-note.  I take it
		like an insult.

Suddenly, a garrote is thrown around Pentangeli's throat;
and he is forcefully yanked back into the shadows, all the
way into a wooden telephone booth.

<b>CLOSE VIEW
</b>
The folded hundred dollar bill resting on the bar.

<b>MED. CLOSE - THE PHONE BOOTH
</b>
We see only Pentangeli's feet and legs, struggling.  We HEAR
the terrible sounds of a man being strangled.

<b>CLOSE ON ROSATO
</b>
Calm, and then he sees something that disturbs him.

<b>				ROSATO
</b>		Shit, your friend the cop!

Suddenly, the side door opens, and a shaft of sunlight cuts
through the darkness.

<b>				COP
</b>		Everything all right in there,
		Ritchie?  The door was open.

<b>CLOSE ON THE PHONE BOOTH
</b>
Pentangeli's feet stop moving.

<b>				RITCHIE
</b>		Just cleaning up.
			(strained voice)
		You okay?

<b>				COP
</b>		Is that something on the floor?

<b>				ROSATO
</b>		Take him!

<b>				VOICE
</b>		Okay.

<b>				RITCHIE
</b>		Not here; not a cop, not here!

Two figures race through the shadows and race through the
doors.

<b>				COP
</b>			(shouting to his
			partner, in uniform)
		Stutz!  Watch out, Stutz!

<b>EXT. THE BAR - DAY
</b>
We see that a patrol car had stopped for its routine visit.
STUTZ, the second patrolman, is just stepping out of his
car; Pentangeli's bodyguard, seeing the commotion, leaps out.
Three men, including Rosato, rush out.  There is gunfire;
Cicci is wounded.

<b>MED. CLOSE
</b>
The patrolmen is grazed across the face; trying to stop the
flow of blood with his hand.

<b>NEW VIEW
</b>
The three assailants jump into the car and drive off.

<b>INT. THE BAR - DAY
</b>
The stricken Pentangeli comes back to life.  He can barely
move his lips.

<b>				PENTANGELI
</b>		The bastard.  The dirty bastard, he
		gave me a C-note.  He gave me a C-
		note.

He sees the patrolman leaning over him.

<b>EXT. PATROL CAR - DAY
</b>
The Sergeant is on the car radio.

<b>				SERGEANT
</b>		Frankie Pentangeli murder attempt.
		Patrolman Stutz shot.  Sahara
		Lounge - Utica Avenue and Claredon
		Road.  White Cadillac three or four
		men took off from scene.  Need
		ambulance; Stutz is bad.  Taking
		Pentangeli into custody...

<b>INT. ROTH'S SUITE IN HAVANA - MED. CLOSE VIEW ON ROTH - DAY
</b>
His wizened face, pale.  Right now, though, his eyes have a
sparkle as he watches three million dollars in cold cash
being counted on a card table in front of him.

His brother Sam is present, and the sandy-haired Courier, a
little nervous; the one who had left from the Tropicana with
the Corleone skim-money.  Also Johnny Ola.  The money is
evidently all there; Roth picks up a packet; probably a
hundred thousand dollars, and throws it over to the Courier.

<b>				ROTH
</b>		Make it fast; I don't want to
		chance him being seen.

<b>				COURIER
</b>			(frightened)
		What about the arrangements?  How
		can I be sure about the arrangements?

<b>				OLA
</b>		Relax.  You're under our protection;
		the Corleone family will never find
		you.

Ola leads the Courier to the adjoining room where two
smartly dressed Military (Cuban) Police are standing, and a
civilian.  The Courier sees them, looks back to Ola.  One of
the police steps forward, placing the Courier under arrest;
handcuffing him.

<b>				COURIER
</b>		Hey, what's this?

The other takes the packet of money, and hands it to the
civilian, who places it in the briefcase he carries.  The
other officer kneels down and fastens leg manacles.

<b>				COURIER
</b>		The arrangements... YOU BASTARDS!
		What...

The Captain strikes him expertly across the side of his head
with his pistol.

Ola closes the door on this scene.

<b>EXT. THE HAVANA CAPRI - DAY
</b>
Fredo Corleone steps out of a car, squints up at the sunshine
and palm trees.  He is holding on tightly to a small satchel,
which he won't let the bellman carry along with his other
things.

<b>INT. MICHAEL'S SUITE - MED. CLOSE VIEW - DAY
</b>
Michael and Fredo in a brother's embrace; they kiss each
other.  Fredo is still in his jacket, holding the satchel.

<b>				FREDO
</b>		Mikey.  How are you?

He glances up at Bussetta, who doesn't say a word.  Fredo
extends his hand.

<b>				FREDO
</b>		Hiya, Freddie Corleone.

<b>				MICHAEL
</b>		Mio fratello.

Then Bussetta offers his hand back to Fredo.

<b>				FREDO
</b>			(taking off his jacket)
		What a trip, Jesus Christ, the
		whole time I'm thinking what if
		someone knew what I got in here.

He undoes the combination of the briefcase starts taking out
cash.  Then he stops, remembering that there's a stranger in
the room.

<b>				FREDO
</b>		Oh, 'scuse me.

<b>				MICHAEL
</b>		It's all right.  He stays with me
		all the time.

<b>				FREDO
</b>		Oh.  Mikey, what's up?  I'm totally
		in the dark.

<b>				MICHAEL
</b>		We're making an investment in Havana.

<b>				FREDO
</b>		Great, Havana's great.  Lots of
		activity in Havana!  Anybody I know
		here.  Five-Angels?  Anybody?

<b>				MICHAEL
</b>		Johnny Ola... Hyman Roth.

<b>				FREDO
</b>		I never met them.

<b>				MICHAEL
</b>		Pentangeli's dead.  He was ambushed
		by the Rosato Brothers.
			(pause)
		Didn't you know that?

<b>				FREDO
</b>		No.  No, I didn't.  Who tells me
		anything?  I been kept in the dark
		so long, I'm getting used to it.

<b>				MICHAEL
</b>		I want you to help me, Fredo.

<b>				FREDO
</b>		That's what I'm here for.

<b>				MICHAEL
</b>		Tonight I want to relax with you.
		The Senator from Nevada is here
		with some people from Washington.
		I want to show them a good time in
		Havana.

<b>				FREDO
</b>		Count on me; that's my specialty.

<b>				MICHAEL
</b>		I'd like to come along.  There's
		been a lot of strain, and I've been
		cooped up in this room for three
		days.

<b>				FREDO
</b>		Me and you, great!  Gimme an hour
		to wash my face and do my research
		and we'll have these Washington
		suckers right where you want 'em.
			(then a thought
			strikes him)
		Poor Frankie Five-Angels.  He
		always wanted to die in bed...with
		a broad.

<b>INT. ROTH'S SUITE - MED. VIEW - DAY
</b>
Michael stands at Roth's door carrying the briefcase that
Fredo had brought.

A hotel DOCTOR takes Hyman Roth's blood pressure, while his
wife waits nervously.

<b>				DOCTOR
</b>			(Spanish)
		You must not exert yourself; I will
		write out a prescription and come
		back tomorrow.

<b>				HOTEL MAN
</b>		He's going to write a prescription.

<b>				ROTH
</b>		I want my own doctor; fly him in
		from Miami.  I don't trust a doctor
		who can't speak English.

The doctor is shown out.  Roth gestures to the hotel man,
who also leaves.  Then he looks to his wife.

<b>				ROTH
</b>		Honey, go down to the casino?

<b>				TERRI
</b>		If you feel better...

<b>				ROTH
</b>		I do.  Play the Bingo game.

They kiss, and she leaves.  Also Bussetta and Ola remain.

<b>				ROTH
</b>		My sixth sense tells me you have a
		bag full of money in your hand.

Ola locks the door; Michael nods, and opens the bag, spilling
its contents on the card table.

<b>				MICHAEL
</b>		This doubles my investment.

<b>				ROTH
</b>		Still no word of your courier?
		We'll find him.  But at least this
		will satisfy our friends here.
		You've been invited to the New Year
		reception at the Presidential Home.
		I understand your brother is here
		as well; I hope he'll come.

<b>				MICHAEL
</b>		Six million dollars in cash is a
		high price for a piece of a country
		in the middle of a revolution.

Roth looks patiently at Michael, as though he were a child
who hadn't minded the lesson that he had been taught over
and over again.

<b>				ROTH
</b>		You're a careful kid, and that's
		good.  But look.  An international
		dispatch on the wire service.
		American journalism, not propaganda.
		The government troops have all but
		eliminated the rebels.  All but
		their radio station.

<b>				MICHAEL
</b>		I've read it; I'm pleased that the
		government is doing so well.  As a
		heavy investor, I'm pleased.  How
		did the doctor find you?

<b>				ROTH
</b>		Terrible.  I'd give twice this
		amount to take a piss without it
		hurting.

<b>				MICHAEL
</b>		Who had Frankie Pantangeli killed?

<b>				ROTH
</b>			(taken a bit off-balance)
		Why...the Rosato Brothers.

<b>				MICHAEL
</b>		I know that; but who gave the go
		ahead.

Roth glances to Ola; he is not a fool; he realizes Michael
has begun to suspect him.

<b>				MICHAEL
</b>		I know it wasn't me...so that
		leaves you.

<b>				ROTH
</b>		There was this kid that I grew up
		with; he was a couple years younger
		than me, and sort of looked up to
		me, you know.  We did our first
		work together, worked our way out
		of the street.  Things were good
		and we made the most of it.  During
		prohibition, we ran molasses up to
		Canada and made a fortune; your
		father too.  I guess as much as
		anyone, I loved him and trusted him.
		Later on he had an idea to make a
		city out of a desert stop-over for
		G.I.'s on the way to the West Coast.
		That kid's name was Moe Greene, and
		the city he invented was Las Vegas.
		This was a great man; a man with
		vision and guts; and there isn't
		even a plaque or a signpost or a
		statue of him in that town.  Someone
		put a bullet through his eye; no
		one knows who gave the order.  When
		I heard about it I wasn't angry.  I
		knew Moe; I knew he was headstrong,
		and talking loud, and saying stupid
		things.  So when he turned up dead,
		I let it go, and said to myself:
		this is the business we've chosen.
		I never asked, who gave the go
		ahead because it had nothing to do
		with business.

He regards Michael silently a moment.

<b>				ROTH
</b>			(continuing)
		There's three million dollars on
		that table.  I'm going to lie down,
		maybe take a nap.  When I wake up,
		if it's still there, I'll know I
		have a partner.  If it's gone, then
		I'll know I don't.

The old man turns, and moves in his slippers, toward his
bedroom.

<b>INT. THE CORRIDOR - DAY
</b>
Michael closes the door, and moves down the hallway.  He is
followed by Bussetta, who had waited in the corridor.

<b>				MICHAEL
</b>			(Sicilian)
		How sick do you think the old man is?

<b>				BUSSETTA
</b>			(Sicilian)
		He'll live longer than me.

<b>INT. TROPICOR NIGHT CLUB - VIEW ON THE SHOW - NIGHT
</b>
A Havana extravaganza, with tall, beautiful showgirls done
up in flamboyant, 'South-of-the-Border' Carmen Miranda
costumes; the lead singer is a six foot blonde doing "Rum
and Coca Cola" in that style.  Her name is YOLANDA.

<b>MED. VIEW
</b>
At a large round table, located in an obvious VIP section of
the high, tropically draped room with living ferns and other
tropical planting with artificial stars.

Michael rises, to be introduced by Fredo to some conservative
looking Senatorial types, including Senator Pat Geary of
Nevada.  We notice Bussetta standing nearby.

<b>				FREDO
</b>		Does everyone know everyone, or
		nobody knows nobody.  Here, my
		brother, Michael Corleone... well,
		you know Senator Geary.

Geary warmly shakes Michael's hand.

<b>				SENATOR GEARY
</b>		Good to see you, Mike; I'm glad we
		can spend this time together.

<b>				FREDO
</b>		This is Senator Payton from Florida;
		Judge DeMalco from New York...
		Senator Ream... Mr. Questadt from
		California, he's a lawyer with the
		Price-Control Administration.  And
		Fred Corngold of U T&amp;T.

They all make themselves comfortable.  A waiter with a tray
of drinks appears.

<b>				FREDO
</b>		Gentlemen... your pleasure?  Cuba
		Libres, Pina Coladas, you name it.

<b>				SENATOR GEARY
</b>		I'll take a Yolanda.

Laughter.

<b>				FREDO
</b>		Later, later.  All those girls look
		like they're on stilts!

The various tropical drinks are distributed.

<b>				SENATOR GEARY
</b>		To a night in Havana!

They all join in.

<b>				FREDO
</b>			(aside to Michael)
		Jeeze, it's great you came along,
		Mike... You know, we've never spent
		a night out on the town together.
		I always thought you looked down on
		me for liking a good time.

<b>				MICHAEL
</b>		I never looked down on you, Fredo.
		You don't look down at a brother.

<b>INT. THE CASINO - NIGHT
</b>
By now the group has made its way into the casino.  Some of
them are crowded around the crap table; Senator Geary is
with the enormous and beautiful Yolanda, who barely speaks
English.  There are other girls with some of the men; not
with Michael, who gambles dollars while talking to Corngold.

<b>				CORNGOLD
</b>		Our information is that Castro is
		dead.  There are maybe a few
		hundred die-hards in the Sierra
		Muestra; but government troops are
		going to clean them out any day.

Johnny Ola approaches Michael.

<b>				OLA
</b>		Mike, can I talk to you.

Michael follows Ola toward the Baccarat table; a watchful
Bussetta moves, a distance away, with them.

<b>				OLA
</b>		Listen, this Senator from Florida
		already has a hundred grand worth
		of markers on the table.

We can see Senator Ream at the table, making thousand dollar
bets on the Bank.

<b>				OLA
</b>		They asked him to sign paper to
		take down the markers; but he got
		mad; told them to wait until he was
		finished.

<b>				MICHAEL
</b>		Let him gamble.

<b>				OLA
</b>		Okay.  You know he doesn't have
		that kind of money.

<b>				FREDO
</b>		Mike said let him gamble.

Fredo puts his arm around his brother; he is high with the
first attention Mike has ever given him, as though finally
he is being taken seriously; as though his brother needs him.

<b>				FREDO
</b>		Mike, I got something special up my
		sleeve for these boys.  You ever
		hear of "Superman?" And I don't
		mean the comic book.

<b>				MICHAEL
</b>		No.

<b>				FREDO
</b>		Wait'll you see!

<b>INT. HAVANA BAR - NIGHT
</b>
Our group are in a large Havana bar; the walls totally
covered with hundreds of fifths of different types of rum
and other liquor.

A couple of the girls from the show are out with the men;
Yolanda herself is giving them a private song and dance.

Fredo is a little loaded, and especially attentive to
Michael this night.

<b>				FREDO
</b>		Mikey, why would they ever hit poor
		old Frankie Five-Angels?  I loved
		that ole sonuvabitch.  I remember
		when he was just a 'button,' when
		we were kids.  We used to put
		bedsheets on our heads, you know,
		like we were ghosts.  An' ole
		Frankie come peek into our room,
		we'd jump up, and he'd always
		pretend like he was really scared.
		You remember?

<b>				MICHAEL
</b>		It was hard to have him killed.

<b>				FREDO
</b>		You?  What do you mean you, I
		thought...

<b>				MICHAEL
</b>		It was hard to have him killed.

<b>				FREDO
</b>		You?  What do you mean you, I
		thought...

<b>				MICHAEL
</b>		It was Frankie tried to have me hit.

<b>				FREDO
</b>		No.  I mean, are you sure?

<b>				MICHAEL
</b>		You know otherwise, Freddie?

<b>				FREDO
</b>		Me?  NO, no, I don't know anything.
		Fellas!  You're all falling asleep.
		We got to see Superman.

<b>CLOSE ON MICHAEL
</b>
A growing feeling about his brother.

<b>EXT. GARISH HAVANA STREET - NIGHT
</b>
The street is lit with tons of neon signs; it is alive with
people; some roving bands of musicians.  Everywhere are
little boys running around, begging for money.  And in
doorways and windows are silent, dark-skinned women.

<b>				SENATOR REAM
</b>			(pushing away from
			the palm outstretched
			little hands of the boys)
		Goddamn beggers.  Goddamn city of
		beggars and pimps and whores.  And
		we bend over backwards to support
		them with the goddamn sugar quota.

<b>				FREDO
</b>			(to Geary)
		What's eating him?

<b>				SENATOR GEARY
</b>		He lost a quarter million dollars
		at the casino.

<b>				SENATOR REAM
</b>		...goddamn city of whores...

<b>				SENATOR GEARY
</b>		He gave them a bad check.

<b>INT. 'SUPERMAN SHOW' - MED. VIEW - NIGHT
</b>
A large room with a succession of platforms arranged step-
like around a circular area which becomes a stage.

There are a hundred or so people, practically all men,
tourists and business men, standing on the different levels,
forming the audience.

In the center of the stage is a thick, telephone type pole,
to which is tied a young Cuban girl, in a flimsy white
sacrificial slip.  A small band, mostly drummers, play some
Latin music.

<b>MED. VIEW
</b>
Fredo's party standing on the ramp, looking down at the
spectacle.  They're a little woozy from the drinks and late
hour.  Michael is with them, but now we sense he is using
this time, with all exhausted and drunk, to come to some
important conclusions.

<b>				QUESTADT
</b>		Why do we have to stand?

<b>				FREDO
</b>		Everyone stands.  But it's worth
		it, watch!

<b>VIEW ON THE ARENA
</b>
Now two high priestesses, scantily clad, bring in a tall and
muscular Cuban, done up in chains and loin cloth, as though
he were a captured slave.  This is SUPERMAN

<b>VIEW ACROSS THE MEN TO THE STAGE
</b>
<b>				FREDO
</b>		That's him; that's Superman!

Some preliminary pornographic proceedings go on, as the
priestesses lead the slave to the virgin tied to the post.
The music is percussive and wild.

<b>MED. VIEW ON THE MEN
</b>
<b>				SENATOR GEARY
</b>		Ohmygod.  I don't believe it.

<b>				QUESTADT
</b>		It's got to be fake.

<b>				FREDO
</b>		That's why they call him Superman.
		Johnny Ola told me about this; I
		didn't believe it.

CLOSE on Michael turning away.  Not because of the spectacle
which he finds disgusting, but at what his brother is saying.

<b>				FREDO (O.S.)
</b>		... but seeing is believing.  Ole
		Johnny knows all the places.  I
		tol' you... can you believe it?

If Michael would ever allow himself to cry, it would be now.

<b>				FREDO
</b>			(continuing)
		The old man Roth, would never come;
		but Johnny knows these places like
		the back of his hand...

<b>							FADE OUT.
</b>
<b>FADE IN:
</b>
<b>INT. MICHAEL'S SUITE - MED. VIEW - MORNING
</b>
Michael is alone in his bedroom; it seems as though he
hasn't slept very much, but sits by his window, looking out
at the city.  He is troubled and tired.

His radio is on:

<b>				RADIO
</b>			(Spanish)
		"This is Rebel Radio: Rebel troops
		of Column Four 'Jose Marti' took
		the town of Baire yesterday at 8:30
		p.m.  The enemy has retreated..."

<b>EXT. CUBAN STREET - MORNING
</b>
This street in Havana is like a Caribbean tourist city with
no indication of the revolution in progress.

Michael walks along the street, alone, past the Cubans on
their way to work; past the American ladies who have gotten
up early for their shopping spree.

<b>				RADIO
</b>			(Spanish)
			 (continuing)
		... An important military action is
		developing along a 35-kilometer
		stretch of the Central Highway.
		Numerous enemy garrisons are left
		with two alternatives, surrender or
		annihilation...

One full block away, Bussetta rides in the front seat of the
dark Mercury, driving slowly, giving Michael his privacy,
but never letting him out of Bussetta's sight.

<b>CLOSE ON MICHAEL
</b>
watching.

<b>MICHAEL'S VIEW
</b>
Shopkeepers happily luring the tourists into their shops in
broken English.  Havana is prosperous.

<b>				RADIO
</b>			(continuing)
		... Victories in war depend on a
		minimum on weapons and to a maximum
		on morale...

<b>VIEW ON MICHAEL
</b>
glances back to the dark car following him.  In a moment, it
pulls up to him, and he gets into the back seat.

<b>EXT. AMERICAN MILITARY MISSION - VIEW ON MICHAEL - DAY
</b>
standing by his car, looking through the cyclone fencing
that borders this military training camp operated by the
American Army near the city.

<b>				RADIO
</b>		... War is not a simple question of
		rifles, bullets, guns and planes...

<b>CLOSER VIEW INTO THE CAMP
</b>
<b>EXT. HAVANA STREET - DAY
</b>
A street singer, followed by a guitarist sings Jose Marti's
words of "Guantanamera." It is solemn, as though it is a
song of protest, a song of the revolution.

Nearby, in a restaurant, Michael has lunch with Fredo.

<b>				MICHAEL
</b>		How is your wife, Fredo...your
		marriage?

<b>				FREDO
</b>			(eating)
		You know her; drives me crazy, one
		minute she's a popsicle, the next
		she's all vinegar.  Sometimes I
		think... I think - I should a
		married someone, like you did.  To
		have kids, to have a family.

Michael turns, distracted for a moment at something the
singer has sung.

<b>				MICHAEL
</b>		"Yo soy un hombre sincero..."
		I am a sincere man,
		From the land of the palms...

<b>				FREDO
</b>		What's that?

<b>				MICHAEL
</b>		The song.  Are you sincere with me,
		Fredo?

<b>				FREDO
</b>		Sincere.  What are you talking
		about, of course I'm sincere with
		you, Mike.

<b>				MICHAEL
</b>		Then I'm going to confide in you;
		trust you with something.

<b>				FREDO
</b>			(Sicilian)
		Mike, are you crazy, I'm your
		brother.

<b>				MICHAEL
</b>		Tonight we've been invited to a
		reception at the Presidential
		Palace; to bring in the New Year.
		You and I will go in a special car
		that's being sent.  They'll have
		cocktails... then dinner, and a
		reception with the President.  When
		it's over, it will be suggested
		that you take Questadt and his
		friends from Washington to spend
		the night with some women.  I'll go
		home alone in the car; and before I
		reach the hotel, I'll be
		assassinated.

<b>				FREDO
</b>		...Who?

<b>				MICHAEL
</b>		The same man who tried in Nevada...
		Hyman Roth, not Pentangeli.

<b>				FREDO
</b>		But, you told me yourself...

<b>				MICHAEL
</b>		It was never Pentangeli... I've
		always known that.  It was Roth all
		along.  He talks to me as a son; as
		his successor, but the old man
		thinks he'll live forever.

<b>				FREDO
</b>		What do you want me to do?

<b>				MICHAEL
</b>		To go tonight, with me, as though
		we know nothing.  I've already made
		my move.

<b>				FREDO
</b>		What is it?  Can I help?

<b>				MICHAEL
</b>		The old man will never bring in the
		New Year.

Fredo realizes what he means; looks immediately to Bussetta,
who had been sitting near the door and the musicians.  He is
gone.

<b>INT. HOTEL CORRIDOR - MOVING VIEW ON BUSSETTA - NIGHT
</b>
The first time ever away from Michael, moving toward us
quickly.  He stops, knocks on the door of Roth's suite.
Then quickly for a man his size, he moves without noise to
the adjoining door, opens it with a key, and disappears
inside.

A moment elapses on the empty corridor, and then a roused
Johnny Ola, opens the first door.  He steps out into the
corridor, to see who had knocked.  Confused, he is about to
return inside, when Bussetta easily breaks his neck in two
from behind.

<b>INT. THE SUITE - MED. VIEW - NIGHT
</b>
as Bussetta quietly pulls the limp body of Johnny Ola, his
head bent at an impossible angle, and lays it at the foot of
the couch.

<b>EXT. PRESIDENTIAL PALACE - NIGHT
</b>
Guards who are regular troops patrol the Palace in twos,
carrying machine weapons.

Now an elite officer, checks the identification of the
various cars carrying dignitaries, as they are driven up to
the Palace.  The one being inspected at the moment contains
Fredo and Michael.  We can see the beautifully dressed
people on their way to the reception, and sense the cheerful
mood of this New Year's Eve.

<b>INT. THE SUITE - NIGHT
</b>
Bussetta bends over Ola's body, tying the wrists and knees
with electrical extensions.  He then easily carries the body
to the small balcony which all the rooms have.

<b>EXT. THE BALCONY - NIGHT
</b>
Bussetta swings the body over the side of the balcony
railing; tying the extension cord to the railing, and
suspending the body so that it is invisible both from the
inside and out during the night.

<b>INT. PRESIDENTIAL PALACE - VIEW ON THE MAIN FOYER - NIGHT
</b>
The PRESIDENT, his WIFE and six oldest CHILDREN great
formally the many beautifully and affluently dressed guests.
He speaks to them in Spanish, as one by one they file to him.

Michael and Fredo are presented in a group with several
other Americans, including several of the American
businessmen with interests in Cuba.

<b>EXT. STREETS OF HAVANA - MED. VIEW - NIGHT
</b>
The excitement of the night is beginning to build; people
are out in the streets; poor people, but they are
enthusiastic and lively.

<b>NEW VIEW
</b>
Traffic stops, as an ambulance speeds its way to a hospital;
SIREN going.

<b>INT. THE SUITE - NIGHT
</b>
Bussetta delicately picks up a small satin cushion that had
fallen from the couch, and replaces it as though nothing had
happened.  Slowly he cracks the door open which adjoins
Roth's bedroom.  There is a slight commotion; whispered
voices.

<b>BUSSETTA'S VIEW
</b>
Terri, Mrs. Roth, is crying.  A group of men lift Hyman
Roth's frail body onto a stretcher.

<b>CLOSE ON BUSSETTA
</b>
realizes that this is the man he is to kill.

<b>CLOSER VIEW ON ROTH
</b>
He is alive; breathing hard with his mouth dry and open.
The doctor examines him, and then gives instructions to the
orderly who carries him out, presumably to the ambulance.

Bussetta closes the door on this VIEW.

<b>INT. PRESIDENTIAL PALACE - NIGHT
</b>
An orchestra plays for the guests, as an army of waiters
serve champagne and hors d'oeuvres.  Michael relaxes with
Senator Geary, Major Leon, and several of the Americans.

<b>				QUESTADT
</b>		The embargo on arms shipments from
		the U.S. to your government, was
		just a necessary public relations
		move... Only last month, your air
		force received a major shipment of
		rockets...

Michael glances at his watch; Fredo concentrates on this.

<b>				SENATOR GEARY
</b>		We believe in non-intervention...
		but the agreement stipulates that
		our forces may be withdrawn... but
		as you've seen, we have not
		withdrawn them.

<b>				CORNGOLD
</b>		And my guess is that President
		Eisenhower won't pull out while we
		have over three billion invested
		over here.

<b>				MICHAEL
</b>		Fredo.  Where are you going?

<b>				FREDO
</b>		Nowhere, Mike.  I wanted to get a
		refill.  How about you?

<b>EXT. HAVANA HOSPITAL - MED. VIEW - NIGHT
</b>
The ambulance makes its way up to the emergency section of
the hospital.  The orderlies quickly carry the old man
inside.  His wife and the doctor, and several of his men,
follow in another car.

<b>THE VIEW ALTERS
</b>
and we see Bussetta waiting in the shadows.

<b>EXT. HAVANA STREETS - NIGHT
</b>
The growing crowds of Cubans begin their celebration.

<b>NEW VIEW
</b>
A Cuban military detachment speeds along in the night,
motorcyclists clear a path through the celebrants.

<b>INT. PRESIDENTIAL PALACE - FULL VIEW - NIGHT
</b>
A full sitdown dinner is being served the guests.  Michael
sits at a table at dinner with several of the distinguished
Cubans, and some of the American businessmen.

<b>				QUESTADT
</b>		What's kept Mr. Roth?

Fredo looks up at Michael.

In the back of the room, we notice the detachment of military
moving quickly through the reception room on their way to
the President's private quarters.  Michael notices it as well.

<b>INT. THE HOSPITAL CORRIDOR - FULL VIEW - NIGHT
</b>
The activity at the end of the hall has come to rest; we can
tell that the doctor tells Mrs. Roth that she should go, the
old man will be taken to a room where he can rest.
Gradually, these people leave him in the care of the hospital
staff.

Bussetta watches from the distance of the hallway; after the
old man has been moved, he quietly walks down the hallway to
the room.

<b>HIS VIEW
</b>
A nurse sits in the room in attendance; Hyman Roth is
asleep, his mouth wide open, breathing noisily.

<b>VIEW ON BUSSETTA
</b>
hears footsteps, quickly steps away from the door, and into
another room.

Some nurses and attendants speak to the nurse in the room in
Spanish; one has brought a small bottle of wine, and
obviously they are inviting the nurse to have a New Year's
toast with them.  They laugh; and the nurse steps away from
the room for a moment.

Bussetta moves slowly back into the room, alone with the
helpless Roth.

<b>INT. PRESIDENTIAL PALACE - FULL VIEW ON THE GUESTS - NIGHT
</b>
seeing in the New Year; a great banner is hoisted up in
Spanish, welcoming 1959.

Hands are shaken; kisses exchanged.

<b>MED. CLOSE VIEW
</b>
Michael and Fredo in an embrace; they kiss one another.

<b>				MICHAEL
</b>		I've arranged for a plane; we're
		going to Miami in an hour.  Try not
		to make a big thing of it.

He kisses his brother once again.

<b>				MICHAEL
</b>			(Sicilian)
		I know it was you, Fredo.  You've
		broken my heart.

Slowly, understanding, Fredo backs away from his brother,
taking the kiss another way.

A little distance away, Major Leon notices an old woman, one
of the President's maids, moving across the alcove, carrying
her suitcases.

<b>				LEON
</b>		What a pity; she's crying.  Must
		have been fired, and she's been
		with the President's family for
		twenty years.

<b>EXT. HAVANA STREETS - NIGHT
</b>
The gathered crowd joyously welcomes the New Year.  We
notice the continual military movement.

<b>MED. VIEW
</b>
A family surreptitiously leaves their home, carrying
suitcases and belongings.

<b>INT. ROTH'S HOSPITAL ROOM - NIGHT
</b>
Bussetta raises a hospital pillow, and easily begins to
smother the thin old man, who can barely struggle.

<b>OUT IN THE HALL
</b>
A detachment of military move quickly, accompanied by some
of Roth's men, as though they have important news that must
be dealt with.

They pass the small group of aides and nurses welcoming the
New Year.

Seeing them, the nurse assigned to him, puts down her glass
and moves quickly to the room.

She opens the door, and lays bare the sight of Bussetta
smothering Roth.  Bussetta turns quickly; and one of the
military takes out his pistol and shoots several times at
his head.

<b>INT. PRESIDENTIAL PALACE - NIGHT
</b>
The entire reception has been disrupted for an announcement;
all the guests in their formal dress and evening gowns,
standing with frightened faces like first class passengers
on a doomed ship.  The President himself, his back to our
VIEW, is making an announcement in Spanish.  While he
speaks, we notice continuous movement of his personal staff,
carrying suitcases and possessions.

<b>				PRESIDENT
</b>		...Because of serious setbacks of
		our troops in Guantanamo and
		Santiago, we feel reluctantly, that
		we must leave the Capital at once.
		Myself and my family must bid you
		goodbye, and good fortune.  We will
		go directly to Ciudad Trujillo.

The crowd is stunned; already whispers are moving throughout
the guests.

The only one who is not completely taken off guard is
Michael, who quietly steps back, and disappears from the room.

<b>				PRESIDENT
</b>		...My only regret is that there
		could not have been more warning...
		As my last official act as
		President, I hereby appoint a
		provisional government with Dr.
		Carlos M. Piedra, as its President.

By now, there is only one thought among the guests: how can
they get out, and with what.

<b>EXT. PRESIDENTIAL PALACE - NIGHT
</b>
We see evidence of the confusion at this late hour; already
cars are beginning to move; people leaving the Palace in
haste.  Michael moves quickly toward his car.  He sees
Fredo, watching him in fear.

<b>				MICHAEL
</b>		Come with me.  It's your only way
		of getting out!

<b>VIEW ON FREDO
</b>
Terrified of his brother, and what he knows; Fredo backs
away into the growing noise and confusion of the crowd.

<b>VIEW ON MICHAEL
</b>
Finally, he has to step into the car and it roars off.

<b>EXT. HAVANA STREETS - NIGHT
</b>
Rebel cars with loudspeakers have already picked up the news
that Batista has conceded...this throws the crowds already
gathered for the New Year into cheers of joy.

They harass a wealthy family who are trying to get away in
their car.

The people pull them out of the car, opening their suitcases,
out of which spill piles of cash and jewelry into street.

Michael's car makes its way as the crowd cheers: "El animale
se fue!"

<b>EXT. THE UNITED STATES EMBASSY - MED. VIEW - NIGHT
</b>
Crowds of panicked and frightened tourists, and Batistianos
are trying to get to the safety of the Embassy with the
families and possessions.

We see Geary, and some of the Americans we had met, working
their way through the crowds, shouting that they are
Americans in order to get preference on the line.  Often
that declaration brings 'boos' from the crowds.

Sometimes the joyous Cubans will let a family through, but
again, taking away the suitcases, rich leather, filled with
money and valuables.  Money seems to be stuffed everywhere.

<b>EXT. THE YACHT CLUB - NIGHT
</b>
All forms of private transportation are jammed with people
trying to get out, holding cash in their hands for anyone
with a yacht or small boat to get them to Florida.

A car pulls up; and we see Sam Roth, Terri Roth and some of
their men, carry the sickly, but still alive Hyman Roth to a
private cruiser which is protected by men with machine guns.

Within seconds, they are on their way to Miami.

<b>EXT. THE PRIVATE AIRPORT - NIGHT
</b>
Things are no different at the airport; where anything that
can fly is being jammed with refugees and their money.

A wealthy family is arguing with the pilot of a fast
airplane; trying to force cash on him, and his family into
the plane.  The PILOT steadfastly refuses, although checking
his watch, as though his passengers are late.  He speaks
only English.

<b>				PILOT
</b>		No, this is a private plane.  No,
		this plane is taken.

Finally Michael's Mercury pulls up, and Michael approaches
the Pilot.

<b>				MICHAEL
</b>		He isn't here.

<b>				PILOT
</b>		We've got to leave, they'll take
		this thing apart.

<b>				MICHAEL
</b>		All right.  Go now.

The Pilot lets Michael in, as the Cuban screams curses at
them, and begins searching for another plane for his family.

<b>INT. THE PLANE - VIEW ON THE PILOT - NIGHT
</b>
as the propeller turns over.

<b>EXT. THE AIRPORT - FULL VIEW - NIGHT
</b>
Groups of the cheering, celebrating Cubans sing
"Guantanamera," now as a song of triumph.

<b>INT. THE PLANE - MOVING VIEW - MICHAEL - NIGHT
</b>
Closer to him, his personal and business life caught in the
middle of history.

<b>EXT. NEW YORK STREET - MED. VIEW - DAY (1920)
</b>
He stops to pick out some choice oranges and peaches from a
fruit stand.  Then he reaches into his pocket for change.

<b>				VENDOR
</b>		No, no.  It is my pleasure to make
		this a gift.

<b>CLOSE VIEW ON VITO
</b>
<b>				VITO
</b>		You are kind.  If ever I can do
		something for you, in return,
		please come to me.

<b>INT. VITO'S TENEMENT - DAY
</b>
Despite his new position of 'respect,' there is little
changed about his home.  Only that they have lived there a
while now, and the rooms are fuller with the inevitable
possessions a young family acquires.

He kisses his wife, who seems a big apprehensive.  He shows
her the fruit; and from her reaction knows she has something
on her mind.

<b>				VITO
</b>			(Sicilian)
		What is it?

<b>				CARMELLA
</b>			(Sicilian)
		Come...

They step into the tiny parlor, where we see an older woman,
waiting nervously.

<b>				CARMELLA
</b>		The Signora is a friend of mine.
		She has a favor to ask of you.

<b>				VITO
</b>			(Sicilian)
		Why do you come to me?

<b>				SIGNORA COLOMBO
</b>			(Sicilian)
		She told me to ask you.

He seems surprised; looks to his wife.

<b>				CARMELLA
</b>		She is having some trouble.  Her
		landlord has received complaints
		because of her dog.  He told her to
		get rid of it, but her boy loved
		it, so they tried to hide it.  When
		the landlord found out, he was so
		angry, he ordered her to leave.
		Even if she truly will let the dog
		go.

<b>				SIGNORA COLOMBO
</b>			(Sicilian)
		He said he would have the police
		put us out.

<b>				VITO
</b>			(thoughtfully)
		I can give you some money to help
		you move, is that what you want?

<b>				SIGNORA COLOMBO
</b>		My friends are all here; how can I
		move to another neighborhood with
		strangers?  I want you to speak to
		the landlord to let me stay.

Vito nods to the frightened old woman.

<b>				VITO
</b>		It's done then.  You won't have to
		move; I'll speak to him tomorrow
		morning.

Carmella breaks into a smile; which her husband des not
acknowledge.

The old woman starts to leave the room; but she is not
convinced.

<b>				SIGNORA COLOMBO
</b>		You're sure he'll say yes, the
		landlord?

<b>				VITO
</b>		I'm sure he's a good-hearted fellow.
		Once I explain how things are with
		you, I'm sure he'll take pity on
		your misfortunes.  Don't let it
		trouble you any more.
			(as he shows her out)
		Guard your health, for the sake of
		your children.

<b>EXT. TENEMENT BLOCK - DAY
</b>
SIGNOR ROBERTO, a pompous, rather well-dressed Patrone
angrily walks down the steps of one of his tenement buildings.

He carries a check list, and makes marks with a pencil
concerning the condition of his various buildings; a broken
window here, some missing tile there.  He bends over to pick
up some garbage left by a thoughtless tenant, muttering to
himself, when he sees the shoes and legs of a young worker.

<b>				VITO (O.S.)
</b>		Signore Roberto...

He rises to be face to face with a polite Vito Corleone.

<b>				VITO
</b>		The friend of my wife, a poor widow
		with no man to protect her, tells
		me that for some reason she has
		been ordered to move from your
		building.  She is in despair.  She
		has no money, she has no friends
		except those that live here.

Signor Roberto brusquely answers, and continues on his way.

<b>				ROBERTO
</b>		I have already rented the apartment
		to another family.

<b>MOVING SHOT ON THE TWO
</b>
<b>				VITO
</b>		I told her I would speak to you,
		that you are a reasonable man who
		acted out of some misunderstanding.
		She has gotten rid of the animal
		that caused all the trouble, so why
		shouldn't she stay.  As one Italian
		to another, I ask you the favor.

<b>				ROBERTO
</b>		I've already rented it; I cannot
		disappoint the new tenants.  They're
		paying a higher rent.

<b>				VITO
</b>		How much more a month?

<b>				ROBERTO
</b>		Eh...
			(we sense he is lying)
		Five dollars more.

Vito reaches into his pocket, and takes out a roll of bills.

<b>				VITO
</b>		Here is the six month's increase in
		advance.  You needn't speak to her
		about it, she's a proud woman.  See
		me again in another six months.
		But of course, you'll let her keep
		her dog.

<b>				ROBERTO
</b>		Like hell!  And who the hell are
		you to give me orders.  Watch your
		manners or you'll be on your
		Sicilian ass in the street there.

Vito raises his hands in surprise; his voice is reasonable.

<b>				VITO
</b>		I'm asking you a favor, only that.
		One never knows when one might need
		a friend, isn't that true?  Here,
		take this money as a sign of my
		good-will, and make your own
		decision.  I won't quarrel with it.
			(he puts the money in
			Roberto's hand)
		Do me this little favor, just take
		it and think carefully.  Tomorrow
		morning if you want to give me the
		money back, by all means do so.  If
		you want the woman out of your
		house, how can I stop you?  It's
		your property, after all.  If you
		don't want the dog in there, I can
		understand.  I dislike dogs myself.
			(he pats Roberto on
			the shoulder)
		Do me this service, eh?  I won't
		forget it.  Ask your friends in
		this neighborhood about me, they'll
		tell you I'm a man who believes in
		showing his gratitude.

Without a word more, Vito leaves a hypnotized Roberto
standing in front of the tenement, his hand clasping the
money.

<b>EXT. NEIGHBORHOOD STREET - DAY
</b>
A thin young man, almost gawky, walks down the street in
this Italian neighborhood, his name is HYMAN SUCHOWSKY.

He carries his tools as he comes home from work.  He is
pursued and tormented by a couple of Italian youths, about
his own age, eighteen.

<b>				ITALIAN BOY
</b>		Kid, where do you live?

<b>				ANOTHER
</b>		Where'd you get those nigger lips?

He tries not to be intimidated; finally one of the boys,
steps in front of him and stops him.

<b>				ITALIAN BOY
</b>		Say 'bread' in Italian.

<b>				ANOTHER
</b>		He dunno.

<b>				ITALIAN BOY
</b>		Go on; how do you say 'bread' in
		Italian?  If you're from the
		neighborhood, you should know how
		to say 'bread' in Italian.

An amused Peter Clemenza steps forward from a local coffee
house, to preside over the fuss.  He's a 'big' man in the
neighborhood, and loves a fight.

<b>				CLEMENZA
</b>		What's up?

<b>				ITALIAN BOY
</b>		This kid lives around here, but he
		can't say bread in Italian.

<b>				CLEMENZA
</b>		That's 'cause he's Jew.  Look at
		those pregnant lips!

He giggles at his own joke.

<b>				ITALIAN BOY
</b>		Are you a Jewboy?

The boy doesn't answer, tries to keep going.

<b>				ITALIAN BOY
</b>		Well, if you're not a Jew, say
		'bread' in Italian.  See, he can't.

And with that, he rounds a blow squarely to the boy's face,
sending him sprawling to the cement, his tools flying with a
clatter.

The other Italian immediately joins in with a few kicks to
the boy's stomach.  Hyman tries to fight back; grabs a hold
of his tormentor's foot, and brings him down on the cement
as well.  For a moment, they are rolling around on the
sidewalk, two against one, Hyman taking the worst of it.

<b>				CLEMENZA
</b>		Alright, alright, cut it out.

<b>				SECOND ITALIAN
</b>		What for?  He killed Jesus Christ!

Clemenza pulls him off, and kicks him in the ass.

<b>				CLEMENZA
</b>		I said cut it out!
			(to the beaten kid)
		What's your name?

<b>				HYMAN
</b>		Hyman Suchowsky.

<b>				ITALIAN BOY
</b>		I don't believe it.  In our
		neighborhood, with a name like that!

<b>				CLEMENZA
</b>		What are those tools?  You work on
		cars?

<b>				HYMAN
</b>		Yeah.

<b>				CLEMENZA
</b>		Maybe I know how you can make a
		couple of extra bucks working as a
		mechanic.

The boy seems agreeable.

<b>				CLEMENZA
</b>		But you gotta know how to keep your
		mouth shut, and fer Chrissakes, get
		rid of that name.  I'll call you
		Johnny Lips.
			(he giggles at his
			own humor again)
		Come on...

He leads the boy down the street, whispering to him, on the
side:

<b>				CLEMENZA
</b>		Bread in Italian is pane.  P-A-N-E,
		pane.  Don't forget.

<b>INT. NEW GENCO WAREHOUSE - DAY
</b>
A newly acquired warehouse, stocked with cases of the new
product "GENCO PURA" olive oil.  It is the beginning of a
new business, in the American tradition.  Now they have one
rattling old truck, and a few stock boys.

Genco has become the accountant-business manager, based on
the experience working with his father.  But it is clear,
that Vito is the leader, and undisputed 'President' of the
new enterprise.

Genco moves through the darkness of the warehouse, to the
small divided area that Vito uses as his office.

<b>				GENCO
</b>			(Sicilian)
		The 'patrone' is here.

<b>				VITO
</b>		Chi?

<b>				GENCO
</b>		Roberto.  Who owns the 'rat-holes.'

Vito nods that he will see him; and soon Roberto enters, on
tiptoe, his hat in his hand, and in a apologetic voice.

<b>				ROBERTO
</b>		Excuse me, I hope I am not a
		disturbance, Don Corleone.

<b>				VITO
</b>		Yes.

<b>				ROBERTO
</b>		What a terrible misunderstanding.
		Of course, Signora Colombo can stay
		in the flat.  Who were those
		miserable tenants to complain about
		noise from a poor animal...when
		they pay such low rent.

Then abruptly, he puts the roll of money on Vito's table,
and steps back a respectful distance.

<b>				ROBERTO
</b>		Your good heart in helping the poor
		widow has shamed me, and I want to
		show that I, too, have some
		Christian charity.  Her rent will
		remain what it was.

<b>				VITO
</b>		What was that?

<b>				ROBERTO
</b>		In fact, reduced, bu five dollars!

Vito embraces him warmly.

<b>				VITO
</b>		I accept your generosity...

<b>				ROBERTO
</b>		I won't keep you another minute...

He quickly takes his leave, bowing several times, and then
makes it back to the safety of the warehouse; he sighs,
deflates his lungs, and mops his brow; his bones have turned
too jelly with fear at his narrow escape.  He all but runs
out of the warehouse.

Genco laughs as he watches.

<b>				GENCO
</b>		We won't see him for weeks!  He'll
		stay in bed in the Bronx!

Clemenza has been waiting with his new mechanic.  We notice
the subtle difference in the way he treats Vito.  He is no
longer a junior apprentice in their petty crimes; but an
imposing leader.

<b>				CLEMENZA
</b>		This kid is good with cars; he
		kiijed at the truck, and says he
		can keep it going.

Vito looks over the lanky young man.

<b>				CLEMENZA
</b>		What's your name?

<b>				HYMAN
</b>		Suchowsky.  Hyman Suchowsky.

<b>				CLEMENZA
</b>		He's gonna dump that; I call him
		Johnny Lips.

<b>				VITO
</b>		Who is the greatest man you can
		think of?

<b>				CLEMENZA
</b>		Go on, answer him when he talks to
		you.  Tell him: Columbus, Marconi...
		Garibaldi.

<b>				HYMAN
</b>		Arnold Rothstein.

<b>				VITO
</b>		Then take that as your name: Hyman
		Rothstein.

Genco is out in the alley; he calls out with glee.

<b>				GENCO
</b>		Vitone!  Look at this!

Vito moves out to the smiling Genco; Clemenza and the newly
christened Hyman Rothstein follow a distance behind.

<b>EXT. THE ALLEY - DAY
</b>
Genco stands beaming, as two workers raise up high, the
freshly painted sign: "GENCO OLIVE OIL COMPANY."

<b>				GENCO
</b>			(enthusiastically)
		God bless America!  We're in
		business!

The young men watch as the sign is hoisted into place.  OUR
VIEW goes from one to the other: Clemenza, Genco, Vito and
Hyman Rothstein.

<b>							DISSOLVE TO:
</b>
<b>INT. SENATE CAUCUS ROOM - MED. CLOSE VIEW - DAY
</b>
Willy Cicci, Pentangeli's associate and bodyguard takes a
drink of water.

<b>				SENATOR (O.S.)
</b>		Mr. Cicci.  From the year 1927 to
		the present time, you were an
		employee of the "Genco Olive Oil
		Company."

<b>				CICCI
</b>		That's right.

<b>				SENATOR (O.S.)
</b>		But in actuality, you were a member
		of the Corleone Crime organization.

<b>				CICCI
</b>		The Corleone Family, Senator.  We
		called it, "The Family."

<b>				SENATOR (O.S.)
</b>		What position did you occupy?

<b>				CICCI
</b>		At first, like everybody, I was a
		soldier.

<b>VIEW ON SENATOR KANE
</b>
A thin, angular Baptist with a Mid-Western accent.

<b>				SENATOR KANE
</b>		What is that exactly?

<b>				CICCI
</b>		A button.  You know, Senator.

<b>				SENATOR KANE
</b>		No, I don't know, explain that
		exactly.

<b>				CICCI
</b>		When the boss says push the button
		on a guy, I push the button, see,
		Senator?

The Senators treat Cicci with a surface courtesy, as if he
were a curious kind of animal, not really human.  Cicci
reacts to this by being even more brutally forthright than
he has to be, to show his contempt for what he considers a
hypocrisy.

The VIEW ALTERS from Senator Kane to the Committee's
attorney, Mr. Questadt.

<b>				QUESTADT
</b>		You mean you killed people at the
		behest of your superiors?

<b>				CICCI
</b>		That's right, counsellor.

<b>				QUESTADT
</b>		And the head of your family was
		Michael Corleone.

<b>				CICCI
</b>		Yeah, counsellor, Michael Corleone.

<b>				SENATOR KANE
</b>		Did you ever get such an order
		directly from Michael Corleone?

<b>				CICCI
</b>		No, Senator, I never talked to him.

<b>				SENATOR SAVOY
</b>			(very autocratic,
			deep South,
			gentlemanly man)
		There was always a buffer, someone
		in between you who gave you orders.

<b>				CICCI
</b>		Yeah, a buffer, the Family had a
		lot of buffers.

<b>EXT. THE TROPICANA IN VEGAS - MED. VIEW - DAY
</b>
A limousine pulls up at a private area near the side of the
hotel.  Michael exits the limousine followed by Hagen and
Neri.

<b>				MICHAEL
</b>		Do you think they have somebody to
		back up Cicci?

<b>				HAGEN
</b>		No.  But if they do have somebody,
		you'll do three years for perjury
		if you give them so much as a wrong
		middle name.

Michael smiles to him, but it's a cold, deadly smile.

<b>				HAGEN
</b>		Michael, take the Fifth all the
		way, that way you can't get into
		trouble.

<b>EXT. PRIVATE BALCONY OF CORLEONE APARTMENT AT TROPICANA - DAY
</b>
A Corleone bodyguard waits outside on the balcony overlooking
the pool area.  Through the translucent draperies, we see a
grouping of me.

<b>INT. CORLEONE APARTMENT AT THE TROPICANA - DAY
</b>
Michael, Hagen, Neri and Rocco are seated in this luxury in
the hotel.  Michael sits in a comfortable chair in his
apartment.  Neri comes and brings him a drink without
asking, but Michael refuses it.

<b>				MICHAEL
</b>		Al, get me a wet towel.  Does Kay
		know I'm back?

Hagen nods.

<b>				MICHAEL
</b>		Did the boy get something from me
		for Christmas?

<b>				HAGEN
</b>		I took care of it.

<b>				MICHAEL
</b>		What was it, so I'll know.

<b>				HAGEN
</b>		A little care he can ride in with
		an electric motor.

Neri comes around with a wet face towel, which Michael uses
to cool his eyes.  He puts the used towel down on the table.

<b>				MICHAEL
</b>		Fellas, can you wait outside a
		minute?

They know what he means and leave the apartment, going out
to the balcony where we can see them but they cannot hear.
Only Hagen remains.

<b>				MICHAEL
</b>		Where's my brother?

<b>				HAGEN
</b>		Roth got out on a private boat.
		He's in a hospital in Miami.  Had a
		stroke but he's recovered okay.
		Bussetta's dead.

<b>				MICHAEL
</b>		I asked about Fredo?

<b>				HAGEN
</b>		The new government arrested him,
		held him for a couple of days with
		a lot of the other casino people,
		including Roth's brother, Sam.  The
		American Embassy arranged flights
		for citizens; I'm not sure, but I
		think he's somewhere in New York.

<b>				MICHAEL
</b>		I want you to reach Fredo.  I know
		he's scared, but have one of our
		people reach him.  Assure him that
		there will be no reprisals.  Tell
		him that I know Roth misled him.

<b>				HAGEN
</b>		My information is that Fredo
		thought it was a kidnapping.  Roth
		assured him nothing would happen to
		you.

<b>				MICHAEL
</b>			(indicating Rocco and
			Neri on the balcony)
		They can come in now.

<b>				HAGEN
</b>		Wait... there's something else.

<b>				MICHAEL
</b>		Alright.

Hagen pauses; doesn't know how to begin.

<b>				MICHAEL
</b>			(impatiently)
		Go on, tell me.

<b>				HAGEN
</b>		Kay had a miscarriage; she lost the
		baby.

After a moment:

<b>				MICHAEL
</b>		Was it a boy or a girl?

<b>				HAGEN
</b>		Mike, at three and a half...

<b>				MICHAEL
</b>		What is it, can't you give me
		straight answers anymore!

<b>				HAGEN
</b>		It was a boy.

<b>				MICHAEL
</b>		And Kay...she's all right?

<b>				HAGEN
</b>		She took the Senate Investigation
		worse.

<b>				MICHAEL
</b>		Does she blame it on me?  The baby?

<b>				HAGEN
</b>		I don't know.

<b>EXT. TAHOE ESTATE - DAY
</b>
The first snow of the New Year has fallen; the trees are
bare, and there is hush all over this part of the Sierras.
Michael is driven in his car, looking out at the familiar
sight of the home he has been forced to be away from.

<b>VIEW ON MICHAEL
</b>
looking out from his window.  The last time he had seen the
estate it was warm, and the trees were full.

<b>MOVING VIEW
</b>
approaching the great stone gates; closed.  The bodyguards
are not readily visible, but they are there.  The iron gates
are opened, and one of the men makes a simple nod of respect,
as the car pulls in.

<b>NEW VIEW
</b>
Inside the estate, the private roads have been freshly
plowed, and occasionally a worker will pause to watch the
car as it passes.

The Grandchildren are in school now, and so the estate is
especially quiet.  Although there are signs that children
live here; a bicycle, a sled, a swing and gymnastic set, wet
and with a rim of snow still on it.

<b>INT. MICHAEL'S HOUSE - VIEW FROM INSIDE THE HOUSE - DAY
</b>
to the outside, where Michael walks slowly.  He stops and
looks at a little Italian red sportscar made for children.

<b>NEW VIEW
</b>
The front door opens, and Michael enters his own home.  It
is very quiet, no one is at home to greet him.  He can see
the evidence of his family; things his wife and his children
have been using, and left on a sofa or a table.

He moves toward his and Kay's bedroom, where we can HEAR the
SOUND of a sewing machine running.

Quietly he opens the door.

<b>MICHAEL'S VIEW
</b>
into the bedroom.  Kay is sitting by the window, lit by the
cold afternoon light, at work with her sewing machine.  She
hasn't noticed that he's in the room yet, and goes on with
her work.

<b>VIEW ON MICHAEL
</b>
stands there a moment, watching, not making a sound.  And
then without a word, he steps back, and closes the door, so
that she doesn't see him.

<b>VIEW FROM INSIDE THE HOUSE
</b>
onto Michael, moving outside, walking through the snow, he
moves to the house next to his own.

<b>INT. CONNIE'S HOUSE - DAY
</b>
This is the house where Mama lives with Connie's children,
Connie so rarely is there.

He steps in; his mother is asleep in a chair in the living
room.  He moves to her, and bends low, whispers.

<b>				MICHAEL
</b>		Mom... Mom...

She opens her eyes, which are red and small with age.

<b>				MICHAEL
</b>			(Sicilian)
		It's Michael.  How are you, Mom?

<b>				MAMA
</b>			(Sicilian)
		I'm alright.  Will you stay home
		for awhile?

<b>				MICHAEL
</b>			(Sicilian)
		There are still things I have to do.

<b>				MAMA
</b>			(Sicilian)
		Well, we can all have a nice dinner
		together tonight.  How are your eyes?

<b>				MICHAEL
</b>		Alright.  They bother me once in
		awhile.
			(a pause as he thinks)
		Tell me, when Pop had troubles...
		did he ever think, even to himself,
		that he had gone the wrong way;
		that maybe by trying to be strong
		and trying to protect his family,
		that he could... that he could...
		lose it instead?

<b>				MAMA
</b>			(Sicilian)
		You talk about the baby.  She can
		have another baby.

<b>				MICHAEL
</b>			(Sicilian)
		No, I meant lose his family.

<b>				MAMA
</b>			(as best she ever
			understood it)
		Your family?  How can you ever lose
		your family?

<b>				MICHAEL
</b>			(almost to himself)
		But times are different...

<b>FULL VIEW IN ROOM - MICHAEL AND HIS MOTHER
</b>
Quietly we HEAR the music of a small band playing an Italian
march.  From the orchestration, we know it is from the past.

<b>							DISSOLVE TO:
</b>
<b>EXT. TRAIN STATION AT CORLEONE - DAY
</b>
Vitone and his young family: Mama, Santino, Fredo and the
baby Michael are met at the small station in Sicily by
friends, and Mama's relatives.  There is a small band,
playing for the occasion.  A small man has brought a motor
car to pick the family up; and there are certain dark men,
with shotguns slung over their shoulders to preside over the
occasion.

The family is helped into the car; the luggage is packed on
the roof, and the car drives off.  The second car, with
bodyguards following.

<b>EXT. DON TOMASINO'S VILLA OUTSIDE OF CORLEONE - DAY
</b>
The villa is bloomed with flowers and DON TOMASINO at this
point is a man in his late twenties.  He embraces Vitone and
pats the heads of his children, and leads them all into the
garden.

<b>INT. THE VILLA - SUMPTUOUS MED. VIEW - LATE DAY
</b>
A sumptuous table is set for the visiting family from
America.  There is a warm atmosphere as Vito, his wife and
children eat.  Tomasino and his family received presents
from Carmella and to Tomasino's mother, and gifts are given
to all of the children.

All typically American representing some of the prosperity
and interests in the consumer goods that followed a great war.

<b>EXT. CORLEONE PLAZA - DAY
</b>
The family exits the church on the plaza of the town.  Vito
shakes hands warmly with the priest.

<b>INT. VILLAGE COTTAGE - NIGHT
</b>
The door is open -- the footsteps of a man enter the room.
We follow these footsteps without quite knowing to whom they
belong.  They lead us to a bed, where we see asleep an OLD
MAN.  He sleeps in his undershirt and is sweating, covered
by mosquito netting.

<b>VIEW ALTERS
</b>
and we realize that it is young Vito looking at the MAN.

We remember that the man is MOSCA, one of three men, who
almost twenty years before had hunted down Vito when he was
a boy.  With lightning speed, Vito slashes through the
mosquito netting with a knife.  And with the movement
precise as a butcher's he disembowls this man.

<b>EXT. OLIVE OIL WAREHOUSE - FULL VIEW
</b>
Vito has brought his wife and children to see the Olive Oil
Depot which is the link to his New York importing business.
They go inside.

<b>INT. OLIVE OIL WAREHOUSE - DAY
</b>
They are led by one of Vito's associates through rows and
rows of large vats of olive oil.  Vito very proudly shows
his associates in Italy the olive oil can that will be used
in the United States.  They all stand around at the link to
their new importing business and share a toast of wine.

<b>EXT. THE BAY - DAY
</b>
A team of Sicilian fisherman are at work mending their nets.
One sings accompanied by a guitar.

<b>VIEW MOVES TO ONE OF THE OLD FISHERMAN
</b>
He is recognized as the second of the men who had hunted
Vito down.  STROLLO.  As he walks we notice there is a
figure that is moving through the drying sails and barrels,
it is Vito.  He moves quietly, stepping up behind the old
man.  In an instant, he has thrown a garrote around his
throat, twisting it tight, so that there is very little
sound.

Then, almost silently dragging him through the space hidden
by the drying sails.

<b>EXT. THE IMPRESSIVE ESTATE OF DON FRANCESCO - DAY
</b>
We see an old car approach.  Its driver is the young Tomasino.
Sitting in the car with him is Vito.

The car stops at the gates, and an old guard sees and
recognizes Tomasino, opens the gates allowing them to enter.

<b>MED. VIEW
</b>
on an almost decrepit DON FRANCESCO.  He must be in his
early nineties, sitting as powerful and as impressive as
ever, in his throne-like chair from which he manages the
power as the Mafia Chieftan of this village.  Young Don
Tomasino is speaking.

We notice in a little distance in the rear, there are some
younger shepherds with shotguns thrown over their shoulders.

<b>				TOMASINO
</b>			(Sicilian)
		Don Francesco, if you will honor
		me, by allowing me to introduce my
		associate in America, in New York.
		His name is Vito Corleone.

The old man and his eyes glance up at a notion of a man who
has taken the name of this town as his name.

<b>				TOMASINO
</b>		We will supply him with olive oil
		exclusively in the town of Corleone.
		His company is called the "Genco
		Olive Oil Company." Here we have
		brought you an indication of how he
		will sell the product.

Tomasino respectfully puts a can of olive oil where the old
man can look at it.  The old man nods, accepting the notion
of this business.

<b>				TOMASINO
</b>			(Sicilian)
		We have come to ask your blessing
		and permission to continue this
		enterprise.

<b>				DON FRANCESCO
</b>			(Sicilian)
			 (in a shrill, high,
			raspy voice)
		Where is this young man?

<b>				TOMASINO
</b>		He is right here, standing next to
		me, Don Francesco.

<b>				DON FRANCESCO
</b>			(Sicilian)
		Have him come closer, I can't see
		very well.

Vito takes those several steps, so that he is standing right
in front of the old man.

<b>VIEW ON DON FRANCESCO
</b>
looking up, squinting against the sun.

<b>DON FRANCESCO'S VIEW
</b>
Strangely backlit, almost blurry image of the young man from
America.

<b>				DON FRANCESCO
</b>			(Sicilian)
		What is your name?

<b>				VITO
</b>			(Sicilian)
		Vito Corleone.

<b>				DON FRANCESCO
</b>			(Sicilian)
		You took the name of this town, eh?
		What was your father's name?

<b>				VITO
</b>			(Sicilian)
		Antonio Andolini.

<b>CLOSE VIEW ON THE OLD MAN
</b>
The recognition of the name throws a shudder through him.
It is as though he recognizes that this is the boy; the son
of his old enemy, whom he had killed, and whose sons he had
tried to wipe out.  The old man raises his feeble hands
signalling his guard, and in his weak voice, he shouts:

<b>				DON FRANCESCO
</b>			(Sicilian)
		Kill him!  Kill him!

But he is too late; Vito steps forward.

<b>				VITO
</b>			(Sicilian)
		In the name of my Father, and my
		Brother...

And uses the knife, ritualistically plunging it into the old
man's belly, and then up to his throat, which is severed.

<b>VIEW ON TOMASINO
</b>
has drawn his pistol and quickly shoots one of the guards,
helping Vito to escape back into the motor car.

<b>VIEW ON A GUARD
</b>
raising his shotgun.

<b>VIEW ON THE MOTOR CAR
</b>
Just as Tomasino is about to get into the car, the shotgun
is fired, and he is hit in the legs.

Vito manages to pull him up into the car, and they make
their escape.

<b>EXT. RAILROAD STATION IN CORLEONE - DAY
</b>
Some of the townspeople have come bringing flowers and gifts
for Vito and his family.

His wife is radiant with the flowers given her.

The train has arrived and the crowd shout "Ciao, come back
soon."

<b>THE VIEW ALTERS
</b>
revealing his good friend Tomasino, waving from his
wheelchair.

<b>VIEW ON VITO
</b>
and his wife.  She holds up the baby Michael, and helps him
wave his hand.

<b>INT. SENATE CAUCUS ROOM - MED. CLOSE VIEW ON MICHAEL - DAY
</b>
<b>				SENATOR KANE (O.S.)
</b>		Are you the son of Vito Corleone?

<b>				MICHAEL
</b>		Yes.

<b>				SENATOR KING
</b>		Did he use at times an alias?  Was
		this alias in certain circles
<b>		GODFATHER?
</b>
<b>				MICHAEL
</b>		It was not an alias.  GODFATHER was
		a term of affection, used by his
		friends, one of respect.

<b>				SENATOR WEEKLER
</b>			(Senator from New
			York, very smooth,
			partly liberal,
			Tammany Hall)
		Let me agree with that.  Many of my
		constituents are Italian and have
		been honored with that certain
		friendship by my close Italian
		friends.  Up to this point before I
		have to leave this hearing to join
		my own committee, let me say, that
		this hearing on the Mafia is in no
		way a slur on the Italians by the
		Senate; nor is it meant to be; nor
		will I allow it to be.  Italian
		Americans are the hardest working,
		most law abiding patriotic Americans
		of our country.  It is a shame and
		a pity that a few rotten apples
		give them a bad name.  We are here
		to weed those rotten apples out of
		the vast healthy barrel of Italian
		Americans, who are one of the
		backbones of our country.

There is a pause for a while, while the New York Senator
poses for the TV cameras and leaves the hearing so that he
will not be associated with hearing the rough stuff.

<b>				SENATOR KANE
</b>		I'm sure we all agree with our
		esteemed colleague.  Now, Mr.
		Corleone, you have been advised as
		to your legal rights.  We have had
		testimony from a preceding witness
		who states you are head of the most
		powerful Mafia family in this
		country.  Are you?

<b>				MICHAEL
</b>		No.

<b>				SENATOR KANE
</b>		This witness has testified that you
		are personally responsible for the
		murder of a New York Police Captain
		in the year 1947 and with him a man
		named Virgil Sollozzo.  Do you deny
		this?

<b>				MICHAEL
</b>		I deny his every charge.

<b>				SENATOR KANE
</b>		Is it true that in the year 1950
		you devised the murder of the heads
		of the Five Families in New York,
		to assume and consolidate your
		nefarious power?

<b>				MICHAEL
</b>		That is a complete falsehood.

<b>				SENATOR KANE
</b>		Is it true that you own a
		controlling interest in three of
		the major hotels in Las Vegas?

<b>				MICHAEL
</b>		That is not true.  I own some stock
		in some of the hotels, but only
		very small amounts.  I also own
		some American Telephone and IBM
		stock.

Michael had checked this point with Hagen, before answering,
and then once again after the answer.

<b>				SENATOR ROGERS
</b>		Why is it necessary for your
		counsel to advise you on that
		question?

<b>				MICHAEL
</b>		Senator, I've observed the head of
		General Motors before a Senate
		Committee, and his lawyer whispered
		in his ear.  That was not commented
		upon in the way you have just done.

<b>				SENATOR KANE
</b>		Mr. Corleone, do you have any hotel
		interests in the state of Arizona?
		Or any gambling interests in that
		state?

<b>				MICHAEL
</b>		I do not.

<b>				SENATOR KANE
</b>		Do you have interests or control
		over gambling and narcotics in the
		state of New York.

<b>				MICHAEL
</b>		I do not.

A pause.  Silence, as the Chairman whispers something to his
assistant.

Tom Hagen takes a paper out of his briefcase, and addresses
the Chair.

<b>				HAGEN
</b>		Senator, my client would like to
		read a statement for the record.

<b>				SENATOR KANE
</b>		I don't think that's necessary.

<b>				HAGEN
</b>		Sir, my client has answered every
		question asked by this committee
		with the utmost cooperation and
		sincerity.  He has not taken that
		Fifth Amendment as it was his right
		to do, and which because of the
		extreme legal complexity of this
		hearing, counsel advised him to do.
		So, I think in all fairness this
		committee should hear his statement
		and put it in the record.

<b>				SENATOR KANE
</b>		Very well.

At this point Senator Rogers contemptuously walks out of the
hearing room.

<b>				MICHAEL
</b>			(reading)
		In the hopes of clearing my family
		name, in the sincere desire to give
		my children their fair share of the
		American way of life without a
		blemish on their name and background
		I have appeared before this
		committee and given it all the
		cooperation in my power.  I consider
		my being called before this
		committee an act of prejudice to
		all Americans of Italian extraction.
		I consider it a great dishonor to
		me personally to have to deny that
		I am a criminal.  I wish to have
		the following noted for the record.
		That I served my country faithfully
		and honorably in World War II and
		was awarded the Distinguished
		Service Cross for actions in
		defense of my country.  That I have
		never been arrested or indicted for
		any crime whatsoever... that no
		proof linking me to any criminal
		conspiracy, whether it is called
		Mafia or Cosa Nostra or whatever
		other name you wish to give, has
		ever been made public.  Only one
		man has made charges against me,
		and that man is known to be a
		murderer, arsonist and rapist.  And
		yet this committee had used this
		person to besmirch my name.  My
		personal protest can only be made
		to the people of this country.  I
		can only thank God that in this
		country we have a legal system and
		courts of law to protect innocent
		people from wild accusation.  I
		thank God for our democratic due
		process of Law that shields me from
		the false charges made by this
		committee's witness.  I have not
		taken refuge behind the Fifth
		Amendment, though counsel advised
		me to do so.  I challenge this
		committee to produce any witness or
		evidence against me, and if they do
		not, I hope they will have the
		decency to clear my name with the
		same publicity with which they have
		now besmirched it.  I ask this
		without malice, in the interests of
		fair play.

The television cameras have documented this moment, as Hagen
hands the document over to the committee lawyer.

<b>				SENATOR ROGERS
</b>		We are all impressed.  The committee
		will now recess over the weekend.
		However, it will continue Monday
		morning, at eleven a.m.  At that
		time, this committee will then
		produce a witness directly linking
		Mr. Corleone to the charges we have
		made.  And then, Mr. Corleone may
		very well by liable for indictments
		of perjury.  However, this document
		will be made a matter of record.

<b>EXT. ARMY POST - DAY
</b>
An army post somewhere in the East.  It is safely guarded.

<b>INT. HOUSE ON THE POST - DAY
</b>
where Pentangeli is being held by his constant companions,
the two FBI MEN.

<b>				PENTANGELI
</b>		Ten to one shot, you said.  Ten to
		one shot in my favor, and I lose.

<b>				FBI MAN #1
</b>		Get a good night's sleep.  We got a
		new suit, new shirt, new tie, and
		I'm going to shave you myself.
		Tomorrow we want you to look
		respectable for fifty million of
		your fellow Americans.

<b>				PENTANGELI
</b>		My life won't be worth a nickel
		after tomorrow.

<b>				FBI MAN #1
</b>		We have a special home for you for
		the rest of your life.  Nobody gets
		near you.  You're not going any
		place.

<b>				PENTANGELI
</b>		Yeah, some deal I made.

<b>				FBI MAN #2
</b>		You live like a king.  You'll be a
		hero.  You'll live better in here
		than most people on the outside.

<b>				PENTANGELI
</b>		Some deal.
			(pause)
		I just wish Mike had took the Fifth.

<b>				FBI MAN #1
</b>		Why'd you do it, Frankie?  After
		all these years, why'd you turn
		against him?

<b>				PENTANGELI
</b>		I didn't turn against nobody; he
		turned against me.

<b>EXT. THE BOATHOUSE ALCOVE - DAY
</b>
A somewhat frightened Fredo Corleone sits in the easy chair
overlooking the lake in this canopied section of the
boathouse.  Rocco sits with him.

<b>INT. BOATHOUSE - DAY
</b>
Michael is in the dark room with Hagen and Neri.

<b>				MICHAEL
</b>		How did they get their hands on
		Pentangeli?

<b>				HAGEN
</b>		Roth engineered it, Michael.  He
		made Pentangeli think you hit him.
		Deliberately letting him get off
		alive.  Then the New York detectives
		turned Frankie over to the FBI.  My
		informants say he was half dead and
		scared stiff -- talking out loud
		that you had turned on him and
		tried to kill him.  Anyway, they
		had him on possession, dealing in
		heroin, murder one and a lot more.
		There's no way we can get to him
		and you've opened yourself to five
		points of perjury.

<b>				NERI
</b>		They've got him airtight.  He's in
		a military base, twenty-four hour
		guards.  Trying to kill him is like
		trying to like the President --
		it's impossible.

<b>				MICHAEL
</b>		What does Fredo know?

<b>				HAGEN
</b>		He says he doesn't know anything,
		and I believe him.  Roth played
		this one beautifully.

<b>				MICHAEL
</b>		Alright.  I'm going to go outside
		and talk to Fredo.

<b>EXT. BOATHOUSE FOYER - DAY
</b>
Fredo sits on the couch.  When Rocco sees Michael, he
automatically takes his leave.  Michael sits in the chair
opposite Fredo.

<b>				FREDO
</b>			(after a pause)
		I don't have a lot to say, Michael.

<b>				MICHAEL
</b>		We have time.

<b>				FREDO
</b>		I was kept pretty much in the dark.
		I didn't know all that much.

<b>				MICHAEL
</b>		What about now, is there anything
		you can help me out with?

<b>				FREDO
</b>		I know they get Pentangeli, that's
		all I know.

Fredo gets up, walks to the glass panel that separates the
terrace from the lake.

<b>				FREDO
</b>		I didn't know it was a hit.  I
		swear to you I didn't know.  Johnny
		Ola contacted me in Beverly Hills --
		said he wanted to talk.  He said
		you and Roth were in on some big
		deal, and there was a place for me
		in it if I could help them out.
		They said you were being tough on
		the negotiation, and if they had a
		little bit of help, they could
		close it fast and it would be good
		for you.

<b>				MICHAEL
</b>		And you believed that story.

<b>				FREDO
</b>		He said there was something good in
		it for me...me on my own.

<b>				MICHAEL
</b>		I've always taken care of you.

<b>				FREDO
</b>		Taken care of me.  Mike, you're my
		kid brother, and you take care of
		my.  Did you ever think of that.
		Ever once?  Send Fredo off to do
		this, send Fredo to take care of
		that... take care of some little
		unimportant night club here, and
		there; pick somebody up at the
		airport.  Mike, I'm your older
		brother; I was stepped over!

<b>				MICHAEL
</b>		It's the way Pop wanted it.

<b>				FREDO
</b>		It wasn't the way I wanted it!  I
		can handle things.  I'm not dumb
		Christ, not like everyone says.
		I'm smart; and I want respect.

<b>				MICHAEL
</b>		There's nothing more you can tell
		me about this investigation?

<b>				FREDO
</b>		The lawyer; Questadt, he belongs to
		Roth.

<b>				MICHAEL
</b>		You're nothing to me now, Fredo;
		not a brother, not a friend, I
		don't want to know you, or what
		happens to you.  I don't want to
		see you at the hotels, or near my
		home.  When you visit our Mother, I
		want to know a day in advance, so I
		won't be there.  Do you understand?

Michael turns, and starts to leave.  A frightened voice
behind him:

<b>				FREDO
</b>		Mikey?

Michael doesn't stop, doesn't turn back.  He continues off
through the veranda, and out the summer doors.

Neri stops by him.

<b>				MICHAEL
</b>		I don't want anything to happen to
		him while my Mother's alive.

Michael leaves.

<b>EXT. ARMY POST - DAY
</b>
Five cars brimming with Army guards and Agents are waiting
to move Pentangeli.  There is one empty car.

<b>INT. GUARDED HOUSE - DAY
</b>
The two FBI Agents are helping Pentangeli get dressed.  He's
in brightly colored striped shorts and bare-chested.  The
Agents help him with the shirt and tie.  One holds out the
trousers but Pentangeli ignores it and looks at himself in
the mirror.

<b>				FBI MAN #1
</b>		Ready, Frankie.

<b>				PENTANGELI
</b>		Let's go.

The Agents open the door, and precede him, surveying the
area.  They check the cars waiting, each with two Agents.
They check the gate and note the military sentries.  Then
they stand aside, and let Pentangeli come out.  They get
close to his side, and it is obvious they will protect his
life with their own.

<b>EXT. ARMY POST - DAY
</b>
The Agents put him in the front seat of the empty car, and
get in with him, one at each side.  Another Agent drives.
Now, the first cars start out; the Sentries opening the
gates, and letting the caravan pass.

An Army supply truck comes very close to them, and the
Agents next to Pentangeli become very tense.  Pentangeli
grins.  Then the truck passes on, and they relax.

<b>INT. SENATE CAUCUS ROOM - DAY
</b>
The room is crowded with TV journalists, cameras, etc.  We
pick Pentangeli up, closely guarded, being led to witness
chair.

Pentangeli is seated, and made to take his oath.  FBI Agents
are all around him.

<b>MED. VIEW
</b>
Anyone given entrance to the caucus room is being frisked.
The five Senators take their places.

<b>VIEW ON HAGEN
</b>
waiting at his long table, very nervous.  He seems startled
by the appearance of Pentangeli.

<b>VIEW ON PENTANGELI
</b>
catching Hagen's eye.  It's as though he is pleading for
some kind of understanding of the fact that he has become a
traitor.

<b>VIEW ON HAGEN
</b>
cold; then he turns away.

<b>VIEW ON THE ENTRANCE
</b>
The bustle is settling down; then Michael Corleone enters,
and with him is someone very peculiar and out of keeping for
this setting.  A burly-chested imposing man of middle age.
Very powerful-looking with frightening magnetic eyes.  His
dress is odd: boots, rough tie, and shirt.  He could be the
tenor out of a Sicilian opera.  He is clearly a country Don,
direct from Sicily, and he dominates the room.

<b>VIEW ON PENTANGELI
</b>
At first his view is blocked.  Then he sees Michael and is a
bit shamefaced, but still defiant.

<b>PENTANGELI'S POV
</b>
Michael returns his glances without emotion.  Then the VIEW
ALTERS, revealing the Sicilian.

<b>VIEW ON PENTANGELI
</b>
He is terror stricken; obviously he recognizes the man.

<b>VIEW ON HAGEN'S TABLE
</b>
Michael and the Sicilian sit by Hagen, where they can stare
directly at Pentangeli; he is frozen with fear.

<b>VIEW ON THE SENATOR
</b>
Notices the tension in the room.  The Chairman commences:

<b>				SENATOR KANE
</b>		We have here a witness who will
		testify further on Michael
		Corleone's rule of the criminal
		empire that controls gambling in
		this country and perhaps in other
		countries.  This witness had no
		buffer between himself and Michael
		Corleone.  He can corroborate our
		charges on enough counts for this
		committee to consider a charge of
		perjury against Michael Corleone.
			(then he turns to Pentangeli)
		Your name please, for the record.

<b>				PENTANGELI
</b>		Frank Pentangeli.

<b>				SENATOR KANE
</b>		Were you a member of the Corleone
		Family?  Were you under the
		Caporegime Peter Clemenza, under
		Vito Corleone, known as the
		Godfather?

There is a long silence.

<b>VIEW ON PENTANGELI
</b>
He seems unable to speak.

<b>VIEW ON THE SICILIAN
</b>
gazing at him.

<b>VIEW ON PENTANGELI
</b>
<b>				PENTANGELI
</b>		I never knew no Godfather.  I got
		my own family.

Senator Kane is stunned.  The two FBI men are alert, their
eyes searching the room for what has intimidated their
witness at the last moment.

<b>				SENATOR KANE
</b>		Mr. Pentangeli, you are
		contradicting your confessions to
		our investigators; I ask you again,
		were you a member of a crime
		organization headed by Michael
		Corleone?

<b>				PENTANGELI
</b>		No.  I never heard of it.  I never
		heard of nothing like that.  I was
		in the olive oil business with his
		father a long time ago.  That's all.

<b>				SENATOR KANE
</b>		We have your confession that you
		murdered on the orders of Michael
		Corleone.  Do you deny that
		confession and do you know what
		denying that confession will mean
		to you?

The die is cast and like a good soldier, Pentangeli will go
all the way now.  So he is brazen in his defiance of the
Senator.

<b>				PENTANGELI
</b>		The FBI guys promised me a deal.
		So I made up a lot of stuff about
		Michael Corleone.  Because then,
		that's what they wanted.  But it
		was all lies.  Everything.  They
		said Michael Corleone did this,
		Michael Corleone did that.  So I
		said, "Yeah, sure."

He makes a big grin to show how he has made fools of
everybody.

<b>VIEW ON THE FBI AGENTS
</b>
glancing around the room; their eyes have settled on the
Sicilian.  One of them scribbles a note on a piece of paper,
and passes it to the Committee lawyer.  Then in turn it goes
to Senator Kane.

<b>				SENATOR KANE
</b>		Mr. Hagen, would you kindly identify
		to this committee that gentleman
		sitting on your right hand?

<b>				HAGEN
</b>			(coolly)
		Yes, sir.  His name is Vincenzo
		Pentangeli.

<b>				SENATOR KANE
</b>		Is he related to the witness?

<b>				HAGEN
</b>		He is, I believe, a brother.

<b>VIEW ON MICHAEL AND VINCENZO PENTANGELI
</b>
They wait with no expression.

<b>				SENATOR KANE
</b>			(to Vincenzo Pentangeli)
		Sir, I would like you to take the
		stand.

Vincenzo stares at him, uncomprehending.  There may just be
a shadow of contempt.  He doesn't answer.

<b>				HAGEN
</b>		Sir, the gentleman does not
		understand English.  He would not
		in any case, take the stand.  He
		came, at his own expense, to aid
		his brother in his trouble.  He is
		not under any jurisdiction of our
		government and his reputation in
		his own country is impeccable.

<b>				SENATOR KANE
</b>			(furious)
		The witness is excused; take him out.

The guards and FBI Agents quickly remove Pentangeli, as
everybody else in the room is required to sit still.

<b>				HAGEN
</b>		Senator Kane.

<b>				SENATOR KANE
</b>		This meeting is adjourned.

<b>				HAGEN
</b>			(rising and shouting)
		This committee owes an apology!

<b>				SENATOR KANE
</b>		The committee is adjourned until
		further notice.

For the first time, in the midst of the confusion, Hagen
smiles.  A bitter, contemptuous smile.

<b>VIEW ON MICHAEL
</b>
The modest champion.  He rises and they take their leave.

<b>VIEW ON THE TWO FBI AGENTS
</b>
They watch the Corleone party as they exit.

<b>INT. WASHINGTON HOTEL CORRIDOR - DAY
</b>
The Corleone nurse is waiting, playing with the little girl
MARY.  A distance away, the boy, Anthony, is standing by
himself.

<b>INT. MICHAEL'S SUITE - WASHINGTON HOTEL - DAY
</b>
The door to Michael's suite opens; Rocco leans in.

<b>				ROCCO
</b>		It's Kay.

Michael is sitting in an easy chair; he seems to have
difficulty with his eyes.

<b>				MICHAEL
</b>		On the phone?

<b>				ROCCO
</b>		No, she's here.

Michael rises, surprised.  Rocco steps back, and Kay enters.

<b>				MICHAEL
</b>		I had no idea...

<b>				KAY
</b>		I wanted to see you before you went
		back to Nevada.  Also, the
		children - Michael, they're here.

<b>				MICHAEL
</b>		Where?

<b>				KAY
</b>		In a minute.  They're outside with
		Esther.  I'm very happy for you...
		I suppose I knew that you're simply
		too smart for anyone ever to beat
		you.

<b>				MICHAEL
</b>		Why don't you sit down?

<b>				KAY
</b>		I'm not going to stay long; I can't.

<b>				MICHAEL
</b>		There are a lot of things I want to
		talk to you about.  Things I've
		been thinking about -- changes I
		want to make.

<b>				KAY
</b>		I think it's too late for changes,
		Michael.  I promised myself I
		wouldn't talk about it and I've
		gone and spoiled it.

<b>				MICHAEL
</b>		Why too late?

<b>				KAY
</b>		Tell me, Michael.  What really
		happened with Pentangeli?

<b>				MICHAEL
</b>		His brother came to help him.

<b>				KAY
</b>		I didn't even know he had a brother.
		And where is he now?

<b>				MICHAEL
</b>		On a plane back to Sicily.

<b>				KAY
</b>		And that's all he had to do.  Just
		show his face.

<b>				MICHAEL
</b>		That's all.  You see, in Sicily, in
		the old days... there was only one
		legitimate reason to kill a blood
		relative... only one.  IF he was a
		traitor.

<b>				KAY
</b>		You would have killed his brother?

<b>				MICHAEL
</b>		Kay, you've got it wrong.  That
		kind of thing's all over, I promised
		you.  This was between the two
		brothers.  Years ago Frankie had a
		young girlfriend; he called her his
		co-wife.  That was his joke, but he
		meant it.  He wouldn't divorce his
		wife... because she was a great
		cook.  He said he girlfriend made a
		spaghetti sauce once and it was so
		terrible he knew he could never
		marry her.  He set her up in a
		house in Jersey.  She had to be
		faithful... and she had to have kids.
		And she did, two, a boy and a girl.
		He had her checked out and watched
		so she couldn't cheat... but the
		girl couldn't stand that kind of
		life.  She begged him to let her go.
		He did.  He gave her money and made
		her give up the kids.  Then Frankie
		took them to Italy, and had them
		brought up by his brother Vincenzo.
		Where he knew they'd by safe.

Kay begins to realize.

<b>				MICHAEL
</b>		When he saw his brother in the
		hearing room, he knew what was at
		stake.
			(pause)
		I don't think Vincenzo would have
		done it.  He loves the kids, too.
		Omerta, Kay.  Honor, silence.  It
		had nothing to do with me.  It was
		between those brothers.

<b>				KAY
</b>		I'll bring the children up now;
		they want to say goodbye.

<b>				MICHAEL
</b>		Kay, I told you...

<b>				KAY
</b>		Goodbye, Michael.

<b>				MICHAEL
</b>		I won't let you leave!  Christ, do
		you think I'm going to let you leave.

<b>				KAY
</b>			(meekly)
		Michael.

<b>				MICHAEL
</b>		No, I don't want to hear anything.
		There are things between men and
		women that will not change; things
		that have been the same for
		thousands of years.  You are my
		wife, and they are my children...
		and I love you and I will not let
		you leave, because you are MINE!

<b>				KAY
</b>		Oh, I do feel things for you,
		Michael; but now, I think it's pity.
		For the first time since I've known
		you, you seem so helpless.  You
		held me a prisoner once; will you
		try again?

<b>				MICHAEL
</b>		If that's what it takes; then yes,
		I will.

<b>				KAY
</b>		At this moment, I feel no love for
		you at all.  I never thought that
		could happen, but it has.

<b>				MICHAEL
</b>		We'll go back tonight.  Bring the
		children.

<b>				KAY
</b>		You haven't heard me.

He moves to her; he does love her, and is tender with her.

<b>				MICHAEL
</b>		How can I let you leave; how can I
		let you take my children away?
		Don't you know me?  You understand,
		it's an impossibility.  I would
		never let it happen; no, never, not
		if it took all my strength, all my
		cunning.  But in time, soon, you'll
		feel differently.  You see, you'll
		be happy that I stopped you.  I
		know you.  You'll forget about
		this; you'll forget about the baby
		we lost... and we'll go on, you and
<b>		I.
</b>
<b>				KAY
</b>		The baby I lost...

<b>				MICHAEL
</b>		I know what it meant... and I'm
		prepared to make it up to you.  I
		will make changes; I can.
			(he clenches his fist tightly)
		I CAN change; that I have learned,
		that I have the strength to change...
		And we have another child, a boy...
		and you'll forget the miscarriage.

<b>				KAY
</b>		It wasn't a miscarriage.  And you
		with your cunning, couldn't you
		figure it out!  It was an abortion;
		an abortion, like our marriage is
		an abortion, something unholy and
		evil.  I don't want your son; I
		wouldn't bring another of your sons
		into this world.  An abortion,
		Michael... it was a son, and I had
		it killed, but this must all end!

<b>VIEW ON MICHAEL
</b>
He had no hint, not in his wildest imagination could he have
guessed that she would do such a thing.

<b>				KAY
</b>		And I know that now it's over; I
		knew it then, there would be no way
		you could ever forgive me, not with
		this Sicilian thing that goes back
		two thousand years.

He is silent, though raging -- then, with all his passion,
and his strength, he raises his arms, and strikes her across
her neck, literally knocking her down to the floor, and
hurting her badly.

<b>				MICHAEL
</b>			(coldly)
		You won't take my children.

<b>							FADE OUT.
</b>
<b>FADE IN:
</b>
<b>EXT. THE CORLEONE ESTATE AT TAHOE - FULL VIEW - DAY
</b>
A collection of dark cars and black limousines are gathered
to one side.  A few drivers wait quietly.

And then, to the other extreme of the estate, is a small
grouping of about twenty to thirty people, gathered near
Michael's house.

<b>MED. CLOSE SHOT
</b>
Connie Corleone, dressed simply and now showing her age
without the carefully applied makeup which we have been used
to, kneels down before the shrine of Santa Theresa, and puts
down a bouquet of flowers, along with others that have been
placed there.  We see that some have the simple silk ribbon
with the word "Mama" hand-lettered upon it.

Her two children stand close behind her; they had been
raised by their Grandmother.

Connie steps back, and moves through the small group of
friends and relatives, into Michael's house.

<b>INT. MICHAEL'S HOUSE - CONNIE'S VIEW - DAY
</b>
Fredo, kneeling by the coffin of his mother in a portion of
the house that has been set aside for the wake.  Fredo
concludes his prayer, wipes away the tears in his eyes and
steps away from the coffin.

He stops when he notices Neri, a little distance away,
looking at him.

<b>VIEW ON NERI
</b>
After a moment, he nods respectfully to Fredo, and steps
forward, moving to the old woman's coffin.  Fredo moves to
Hagen, who is there with his wife and children.

<b>				FREDO
</b>		Tom.  Where's Mike?

<b>				HAGEN
</b>			(difficult to tell him)
		He's waiting for you to leave.

<b>				FREDO
</b>		Can I talk to him?

<b>				HAGEN
</b>		No chance.  I'm sorry, Freddie.

<b>				CONNIE
</b>			(who has heard this)
		Can I see him?

<b>				HAGEN
</b>		He's in the boathouse.

<b>INT. THE BOATHOUSE - MED. VIEW - DAY
</b>
Michael sits quietly in the darkened room in one of the big
sofas, dressed immaculately in suit and tie.  His two
children, also dressed for the wake sit opposite him in the
other oversized sofa, their shoes not touching the floor.
We regard this tableau for a long moment.

<b>				CONNIE (O.S.)
</b>			(quietly)
		Michael?  It's Connie.

She comes in, and sits down by his knees.

<b>				CONNIE
</b>		I want to stay close to home now,
		is that alright?

Michael nods.

<b>				CONNIE
</b>		Is Kay coming?

<b>				MICHAEL
</b>		No.

<b>				CONNIE
</b>		Michael, Fredo's in the house with
		Mama.  He asked for you, and Tom
		said he couldn't see you.

<b>				MICHAEL
</b>		Tom is right.

<b>				CONNIE
</b>		Kids, why don't you go outside for
		a while?

The children don't move; Connie realizes they will only
listen to Michael.

<b>				CONNIE
</b>		I want to talk to you, Michael.

<b>				MICHAEL
</b>		The children can stay.

<b>				CONNIE
</b>		I hated you for so long, Michael;
		for so many years.  I think I did
		things to myself, to hurt myself,
		so that you would know -- and you
		would be hurt too.  But I understand
		you now; I think I do.  You were
		being strong for all of us, like
		Papa was.  And I forgive you, and
		want to be close to you now.  Can't
		you forgive Fredo; he's so sweet,
		and helpless without you.

Slowly, Michael puts his hand on her hair, and touches her
gently.

<b>				CONNIE
</b>		You need me, Michael.  I want to be
		with you now.

<b>INT. MICHAEL'S HOUSE - DAY
</b>
Friends, relatives; Francesca and her new husband, Gardner
and their baby; Sandra Corleone; Teresa, her children; all
the familiar faces of the family are present, quietly paying
their respects to Mama.

Some of the men can be seen in the kitchen, drinking wine,
and talking in low voices.

Fredo is there, broken-hearted over the loss of his Mother;
like some lost child with no friends.

<b>MED. VIEW
</b>
Michael enters the room, followed by Connie, who tends
little Mary and Anthony.

He approaches his brother, and then embraces.  Fredo breaks
into tears.

<b>				FREDO
</b>		Christ, Mike.  Jesus Christ, Mike.

<b>VIEW ON MICHAEL
</b>
embracing his brother, he glances up.

<b>VIEW ON NERI
</b>
quiet, and deadly.

<b>EXT. THE TAHOE ESTATE - MED. VIEW - DAY
</b>
Tom Hagen is talking in the distance to his wife, and one of
his older sons; he kisses, and moves toward the boathouse.
After crossing the lawn, he stops.

<b>VIEW ON SANDRA CORLEONE
</b>
waiting there; obviously wanting to talk to him.  He
continues, and she walks with him.

<b>MOVING VIEW ON THE TWO
</b>
as they cross toward the boathouse.

<b>				SANDRA
</b>		You're going to talk to him now.

<b>				HAGEN
</b>		Yes.

<b>				SANDRA
</b>		Will you tell him?

<b>				HAGEN
</b>		I don't know.

She stops him.

<b>				SANDRA
</b>		Tom, think of yourself for once.
		Don't let this opportunity slip
		through your fingers; don't do it.
		We're all trapped here, don't you
		see?

He continues past her, without answering her.  Continues up
to the boathouse.  He stops before he enters.

<b>HAGEN'S VIEW
</b>
Fredo is sitting by the edge of the harbor with Michael's
son Anthony; he is helping him with some fishing rig.

<b>INT. THE BOATHOUSE - VIEW ON MICHAEL - DAY
</b>
looking through the window at his son and brother.  Neri
sits in the room, dressed informally.

<b>				MICHAEL
</b>			(without looking back)
		Sit down, Tom.  Have you heard
		about our friend and partner, Mr.
		Hyman Roth?

<b>				HAGEN
</b>		I know he's in Israel.

<b>				NERI
</b>			(hands Hagen the paper)
		The High Court of Israel turned
		down his request to live as a
		'returned Jew.' His passport's been
		invalidated except for return to
		the U.S.  He landed in Buenos Aires
		yesterday, offered a gift of one
		million dollars if they would give
		him citizenship.  They turned him
		down.

<b>				HAGEN
</b>			(reading)
		He's going to try Panama...

<b>				MICHAEL
</b>		They won't take him; not for a
		million, not for ten million.

<b>				HAGEN
</b>		His medical condition is reported
		as... "terminal."

<b>				MICHAEL
</b>		He's been dying of the same heart
		attack for twenty years.

<b>				HAGEN
</b>		That plane goes to Miami...

<b>				MICHAEL
</b>		I want it met.

<b>				HAGEN
</b>			(understanding)
		Mike, it's impossible.  He'll be
		met by the Internal Revenue; the
		Customs Service, and half the FBI.

<b>				MICHAEL
</b>		I don't like it when you use the
		word impossible; nothing is
		impossible...

<b>				HAGEN
</b>		Mike, it would be like trying to
		kill the President; there's no way
		we can get to him.

<b>				MICHAEL
</b>		I'm surprised at you, Tom.  If
		there's anything certain; certain
		in life; if history has taught us
		anything, it's that you can kill...
			(he stops, then coldly)
		ANYBODY.  But perhaps your
		relucatance is because you've come
		to tell me that you're moving your
		family to Vegas, that you've been
		offered the Vice-Presidency of the
		Houstan Hotels there.  Or weren't
		you going to tell me at all?

<b>				HAGEN
</b>		Are you so hungry for traitors; do
		you want to find them everywhere?

<b>				MICHAEL
</b>		They are everywhere!

<b>				HAGEN
</b>		I turned Houstan down; I didn't see
		why I should tell you about an
		offer I turned down.
			(Michael begins to
			confuse him)
		Are you sure, Mikey?  Are you sure
		of what we're doing; what we'll
		gain; what does the family gain?
		Forget that, Mike; I already know
		the answer.

<b>				MICHAEL
</b>		I know you do, Tom.  Then I can
		count on you to help me do the
		things I have to do.  If not, call
		Houstan, and become a Vice-President.
		Take your family and your mistress
		and move them to Las Vegas.

<b>				HAGEN
</b>		Why do you hurt me, Michael?  I've
		always been loyal to you.

<b>				MICHAEL
</b>		Good.  Then you're staying.

<b>				HAGEN
</b>		I'm staying.
			(he pauses...then,
			without being asked)
		Don't ever enjoy the cruel part of
		all this; Sonny never listened to
		me about that.
			(then he sits down,
			and opens his briefcase)
		Now, explain everything to me.

<b>EXT. THE HARBOR - DAY
</b>
Fredo sits with Anthony, with a silly-looking fishing hat on
his head, covered with lure and flies.

<b>				FREDO
</b>		Anthony, ole buddy, your Uncle
		Fredo's gonna teach you how to
		catch the big fish.  You know, when
		I was a kid, I did this amazing
		thing.  I went out on a fishing
		trip; me and my brothers and my
		Pop, and no one could catch a fish
		except me.  And this was my secret:
			(confidentially)
		Every time I would put the line
		down I would say a "Hail Mary" and
		every time I said a "Hail Mary" I
		would catch a fish.  Now, when it's
		sunset, we're gonna go out on the
		lake, and we're gonna try it.

<b>INT. GUARDED HOUSE - DAY
</b>
The guards step aside as Tom Hagen enters the foyer of the
house.  He shows a court order to them and they lead him up
the stairs where he knocks on the door.

<b>INT. GUARDED HOUSE - DAY
</b>
There is a KNOCK at the door.  The two guards show Hagen in
and Hagen presents the court order to one of the FBI men.

<b>				HAGEN
</b>		I think I prefer to see my client
		privately.

<b>				PENTANGELI
</b>		The room has a bug in it.

<b>				HAGEN
</b>			(to the FBI men)
		I'd like to go outside with him, in
		the open air.

<b>				FBI MAN #1
</b>		This room is not bugged.

<b>				HAGEN
</b>		You have guards outside and the
		electric fence.  There's no security
		reason for not letting us talk in
		the yard.

<b>				FBI MAN #1
</b>		Okay.

They pass out of the room.

<b>EXT. THE ARMY POST - DAY
</b>
Hagen and Pentangeli outside, by the electric fence.  They
cannot be overheard.  Pentangeli takes out some cigars and
offers Hagen one.  Hagen takes it and Pentangeli lights both
their cigars.  They puff on them contentedly.  They are
comfortable together, almost.

<b>				HAGEN
</b>		Everything is going to be okay,
		Frankie, don't worry.

<b>				PENTANGELI
</b>		Did my brother go back?

<b>				HAGEN
</b>		Yeah, but don't worry.

<b>				PENTANGELI
</b>		He's ten times tougher than me, my
		brother.  He's old-fashioned.

<b>				HAGEN
</b>		Yeah.  He wouldn't even go out to
		dinner.  Just wanted to go home.

<b>				PENTANGELI
</b>		That's my brother.  Nothing could
		get him away from that two mule
		town.  He coulda been big over
		here -- he could of had his own
		Family.

<b>				HAGEN
</b>		You're right.

<b>				PENTANGELI
</b>		Tom, what do I do now?

The light is beginning to turn reddish as the sun falls.

<b>				HAGEN
</b>		Frankie, you were always interested
		in politics, in history.  I remember
		you talking about Hitler back in
		'43.  We were young then.

<b>				PENTANGELI
</b>		Yeah, I still read a lot.  They
		bring me stuff.

<b>				HAGEN
</b>		You were around the old timers who
		dreamed up how the Families should
		be organized, how they based it on
		the old Roman Legions, and called
		them 'Regimes'... with the 'Capos'
		and 'Soldiers,' and it worked.

<b>				PENTANGELI
</b>		Yeah, it worked.  Those were great
		old days.  We was like the Roman
		Empire.  The Corleone family was
		like the Roman Empire.

<b>				HAGEN
</b>			(sadly)
		Yeah, it was once.

They both puff on their cigars.  Pentangeli lets himself be
carried away by thoughts of old days of glory; Hagen thinks
of other days too.

<b>				HAGEN
</b>			(very gently)
		The Roman Empire... when a plot
		against the Emperor failed, the
		plotters were always given a chance
		to let their families keep their
		fortunes.

<b>				PENTANGELI
</b>		Yeah, but only the rich guys.  The
		little guys got knocked off.  If
		they got arrested and executed, all
		their estate went to the Emperor.
		If they just went home and killed
		themselves, up front, nothing
		happened.

<b>				HAGEN
</b>		Yeah, that was a good break.  A
		nice deal.

Pentangeli looks at Hagen; he understands.

<b>				PENTANGELI
</b>		They went home and sat in a hot
		bath and opened their veins, and
		bled to death.  Sometimes they gave
		a little party before they did it.

Hagen throws away his cigar.  Pentangeli puffs on his.

<b>				HAGEN
</b>		Don't worry about anything, Frankie
		Five-Angels.

<b>				PENTANGELI
</b>		Thanks, Tom.  Thanks.

They shake hands.  The FBI Agents come out to let Hagen out
the gate.  Pentangeli is led back to the house.

<b>				FBI MAN #1
</b>		Your lawyer tell you he can get
		that 600 years reduced to 500?

Pentangeli puffs on his cigar and reflects.

<b>				PENTANGELI
</b>		You boys sure you can't get me a
		broad for tonight?  Give me a
		little party?

<b>				FBI MAN #2
</b>		We got some nice books.

Pentangeli puffs on his cigar and gives the Agent a smile an
old man gives a child.  He starts upstairs.

<b>				PENTANGELI
</b>		I guess I'll just take a hot bath.

<b>EXT. THE ARMY POST - DAY
</b>
Hagen walks away; glances back.  Then gets into his waiting
car and drives off.

<b>INT. THE BOATHOUSE - FULL VIEW - SUNSET
</b>
Michael sits alone in the empty boathouse; in the shadows.

<b>INT. BOAT DOCK - SUNSET
</b>
Neri stands by the dock area under the boathouse.  He pushes
the button which lowers a boat by winch and tackle.  He
wears a fishing cap.

He steps into the boat, and pulls the small outboard, which
glides the boat out into the harbor.

<b>MED. VIEW
</b>
The boat pulls up alongside Fredo and Anthony.

<b>				FREDO
</b>		Here we go; and remember the secret.

He lifts Anthony into the boat.

<b>				CONNIE (O.S.)
</b>		Anthony.

<b>THEIR VIEW
</b>
Connie, in houseclothes, is calling Anthony.

<b>				FREDO
</b>		He's here; we're goin' fishing.

<b>				CONNIE
</b>		He can't go; Michael wants to take
		him into Reno.

<b>				FREDO
</b>		Ah.  Okay, kid, you got to go to
		Reno with your Pop.

He lifts the boy out of the boat, and puts him on the shore.

<b>				FREDO
</b>		I'll catch one for you, with the
		secret.

<b>				CONNIE
</b>		Hurry, Anthony.

Neri stands the motor; and the boat with the two fisherman
glides off.

<b>VIEW ON MICHAEL
</b>
watching, from the dark window of the boathouse.

<b>INT. HIGH SECURITY HOUSE IN ARMY POST - NIGHT
</b>
The FBI man knocks on the bathroom door in the house where
they have kept Pentangeli.

<b>				FBI MAN #1
</b>		Frankie, open up.  You okay?

No answer; he hammers on the door.  Using his elbow, and
then a kick he breaks into the bathroom.

<b>HIS VIEW
</b>
Pentangeli lying in a tub of water.  His stomach shows above
it.  His wrists are cut and covered with blood.  The bath
water has a purplish tone.

<b>							DISSOLVE TO:
</b>
<b>EXT. LAKE TAHOE - MED. VIEW - SUNSET
</b>
Fredo and Neri are fishing, each with lines out.  The VIEW
MOVES CLOSER, and we can hear Fredo as he holds the pole.

<b>				FREDO
</b>		... the Lord is with thee.  Blessed
		art thou amongst women, and blessed
		is the fruit of thy womb, Jesus.

<b>LONG SHOT
</b>
The boat on the shimmery lake.

<b>				FREDO
</b>		... Holy Mary, Mother of God, pray
		for us...

We hear a quiet, echoing GUNSHOT; and then silence.

<b>							DISSOLVE TO:
</b>
<b>INT. MIAMI AIRPORT - NIGHT
</b>
An exhausted Hyman Roth, ill-shaven, and in shirt-sleeves in
taken into custody by a swarm of Customs, and FBI men.  They
allow him to be photographed by press people; and television
cameramen.

<b>				FBI MAN
</b>		Mr. Roth, we have to take you into
		custody.

<b>				ROTH
</b>		Yes, I know.

Some flashbulbs go off.

<b>				REPORTER
</b>		Can you give us your reaction to
		the High Court of Israel's ruling.

<b>				ROTH
</b>		I am a retired investor on a
		pension, and I wished to live there
		as a Jew  in the twilight of my
		life...

<b>				LAWYER
</b>		Mr. Roth is not a well man; he's
		tired of running.

<b>				ROTH
</b>		I'm an old man; at my age, it's too
		late to start worrying.

<b>				REPORTER
</b>		Is it true you are worth over three
		hundred million dollars, Mr. Roth?

<b>				ROTH
</b>		I'm a retired investor, living on a
		pension... I came home to vote in
		the Presidential election, because
		they wouldn't give me an absentee
		ballot...

The newsmen and photographers all laugh, as the FBI men move
him away.

<b>CLOSE VIEW
</b>
One of the newspapermen laughing we recognize to be Rocco
Lampone.

He moves closer to Roth, and shoves his revolver right
against his head, and in a second, on camera, assassinates
Roth.  People scream, as Rocco attempts to run down the
airport corridor, limping as he does.

FBI men easily pick him off.

<b>							FADE OUT.
</b>
<b>EXT. THE DRIVEWAY BY MICHAEL'S HOUSE - DAY
</b>
A taxi cab waits by the house; its driver sleeping with a
newspaper over his face.

<b>INT. MICHAEL'S HOUSE - DAY
</b>
The cleaning woman, Esther, who had been with Kay for years,
sits by the dining room table, weeping profusely.  Behind
her, in the recreation room, we can see the tableau of Kay
sitting on the couch, her little daughter Mary, between her
knees, talking quietly about things we cannot hear.  Her son
Anthony sits by himself, in another chair by the side of the
room.

<b>MED. VIEW
</b>
Connie comes into the house quickly, and moves toward them.

<b>				CONNIE
</b>		Kay, you have to go.

This prompts Esther to weep all the more.  Kay hugs her
daughter, and kisses her many times.

<b>				CONNIE
</b>		You have to hurry; he's coming.

Kay puts her coat on; then stands, and reaches out for her
son.

<b>				KAY
</b>		Anthony, kiss Mama goodbye.

He doesn't move.

<b>				CONNIE
</b>			(angrily)
		Anthony, you kiss your Mother
		goodbye!

He rises, and walks to her.  Hugs her lifelessly.

<b>MED. CLOSE VIEW
</b>
on Kay, kissing her boy.

<b>				KAY
</b>		Anthony, say goodbye; your Mama
		loves you.

<b>				ANTHONY
</b>		Goodbye.

She restrains any tears; she has become too strong for tears.
Kay starts to go; picks up Mary, kisses her, and starts to go.

<b>NEW VIEW
</b>
She steps out the kitchen door; then she cannot help herself.
Crouches down, outside, and calls to her son.

<b>				KAY
</b>		Anthony, kiss me once.

Then she looks up, and slowly rises.

<b>HER VIEW
</b>
Michael has stepped into the dining room.  He seems older
somehow; as though some sickness has taken more years away
from him.

<b>VIEW ON KAY
</b>
looks at him; instinctively, she takes a step back.

<b>VIEW ON MICHAEL
</b>
slowly steps toward her.

<b>VIEW ON KAY
</b>
Another step back; the door is still open.

<b>VIEW ON MICHAEL
</b>
He moves closer to the door; stops, looks at her.  And then
closes it obscuring any view of her.

<b>							DISSOLVE TO:
</b>
<b>EXT. TAHOE ESTATE - DAY
</b>
It is late fall -- most of the leaves have fallen on the
grounds and there is quite a wind.

<b>MED. VIEW
</b>
The water is whipped up by the wind, and the waves are high
as they break against the pavilion.  We HEAR the MUSIC of
time passing, of Michael, of the Godfather over these images.

<b>VIEW ON THE SWIMMING POOLS
</b>
They have not been used in several months; they are drained
and the bottoms are mossy and dark.

<b>VIEW ON THE MAIN GATE
</b>
Leaves blowing past it; we don't see the button men; only a
hint of someone in the gatehouse.

<b>VIEW ON THE HOUSES
</b>
Some of the houses have had the summer awnings taken down,
and put away.  Some of the windows have been boarded up.

<b>VIEW ON THE KENNELS
</b>
There are still the guard dogs; some sleeping, some moving
impatiently.

As the MUSIC concludes its statement.

<b>MED. VIEW
</b>
The peninsula of the private Corleone Harbor.  We see the
figures of two people, seated at a table.

<b>MED. VIEW
</b>
Michael sits at a table having a sparse lunch.  He is
attended by his sister Connie, who seems to be the closest
person now living on the estate with him.  We see from the
way she pampers him with his lunch, that she has fallen into
the role of a surrogate Mother-Wife.  He seems older than
his years, as though his illness, diabetes, has taken its
toll.

<b>				CONNIE
</b>		Don't worry; I'm sure he got here
		on time.  The roads from the
		airport are so windy, it takes
		forever; I've driven them myself.

She picks up some of the serving plates that he has left
untouched.

<b>				CONNIE
</b>		I'll bring him out to you as soon
		as he comes.

She moves back to the main house.

<b>MED. CLOSE VIEW ON MICHAEL
</b>
He turns and looks at the rough water of the lake for a
moment.  He slowly takes a sip of wine.

<b>EXT. A PLACE IN THE GARDEN - DAY
</b>
There are a few chairs.

<b>MED. VIEW ON ANTHONY CORLEONE
</b>
He is eighteen years old.

<b>				ANTHONY
</b>		Hello, Dad.

<b>VIEW ON MICHAEL
</b>
squinting up at his son.

<b>				MICHAEL
</b>		Anthony.

He rises, and reaches up to his son, who is now taller than
he; he embraces him.

<b>				MICHAEL
</b>		You've grown so tall... so tall in
		the last year.  You're much taller
		than me.

<b>				ANTHONY
</b>		I was taller than you when I was
		fourteen.

<b>				MICHAEL
</b>		Sit down.  Your Aunt Connie and I
		waited for you to have some lunch,
		but now it's all dried out.

<b>				ANTHONY
</b>		I'm not hungry.

<b>				MICHAEL
</b>		Well, that's alright... alright.
		Good.  You'll graduate in another
		year, isn't that right?  You know...
		I never finished college.  I was a
		good student, but I never finished.
		Of course, there was a war then.

Connie approaches them.

<b>				CONNIE
</b>		Don't let me interrupt anything,
		this will just take a second.  Here.
			(she takes out a
			small needle, and
			begins to prepare it)
		Your father has to have his insulin
		shot.  Why don't you go to your
		room and put your things away,
		Anthony.

She begins to give Michael the shot.

<b>				MICHAEL
</b>		Hurry back; we'll talk.  We'll talk.

Anthony goes on his way to the house with his things.
Connie gives Michael the shot.

<b>				CONNIE
</b>		Whenever I see that lake so cold, I
		think of poor Fredo, drowned.  Lake
		Tahoe is very cold.  They say if a
		person drowns in it, that the body
		will remain mid-suspended --
		perfectly preserved.  Some say it
		will remain forever.

She finishes the shot, puts her things away.

<b>				CONNIE
</b>		Your boy will be right back.

She leaves.

<b>VIEW ON MICHAEL
</b>
Alone in the garden.

OUR VIEW begins to MOVE CLOSER to him.  We begin to HEAR
MUSIC of the forties; happy music, swing music, as we move
CLOSER to Michael.

<b>							DISSOLVE TO:
</b>
<b>INT. OLD CORLEONE HOUSE - MED. VIEW - NIGHT
</b>
SONNY CORLEONE, his arm wrapped around a smiling red-faced
Carlo Rizzi, pulls him into the Corleone dining room.

<b>				SONNY
</b>		Hey, who knows my buddy Carlo Rizzi.
		Here... my brother Fredo, here's my
		Mom.  Mom, whatcha got cooking?
		And Carlo, this is my kid sister
		Connie.  Here, pull up a chair,
		Carol is sitting next to Connie.
		Oh, the droopy kid over there is
		Mike.  The college boy.

An older, lanky man enters the room, his arms laden with
presents.  This is TESSIO.

<b>				TESSIO
</b>		Buon Natale, everybody.  Buon
		Natale...
			(he smiles at Tom Hagen)
		Hi, Tom, how's every little thing?

<b>				HAGEN
</b>			(helping him with the presents)
		Wonderful, Sal.

Now the study door opens, and DON CORLEONE enters.

<b>				DON CORLEONE
</b>		Is dinner ready?

<b>				MOM
</b>		Two minutes.

The Don happily regards his family; his sons and daughters
and even some Grandchildren.  He raises a glass.

<b>				DON CORLEONE
</b>		A good life, a long life to all my
		children, and friends.  To my
		grandchildren, and those that will
		be.  To our family.

They all drink.

They refill glasses; then Tessio proposes a toast.

<b>				TESSIO
</b>		To our Godfather.

They all drink.

<b>INT. THE DINING ROOM - MED. VIEW - NIGHT
</b>
The family is happily at Christmas dinner.  Don Corleone
seated at the head of the table.

<b>				SONNY
</b>		What'd you think of those Japs, eh?
		The nerve of those Japs, coming
		right here in our own backyard
		dropping bombs!

<b>				HAGEN
</b>		Well, we could have expected it
		after the embargo.

<b>				SONNY
</b>		Hey!  Expect it or not, those Japs
		don't have a right to drop bombs in
		our backyard.  Whose side you on?

<b>				MAMA
</b>		Please, do we have to talk about
		the war at the table?  On Christmas,
		much less.

<b>VIEW ON MICHAEL
</b>
He has been listening to this discussion.

<b>				MICHAEL
</b>		Pop, I've decided I'm going to
		enlist.

A quiet hush descends over the table, as though everyone
knows the effect this will have on the old man.  Sonny tries
to make light of it.

<b>				SONNY
</b>		Kid, stay in college.  The girls
		are cuter, if you know what I mean.

<b>				HAGEN
</b>		Pop had to pull a lot of strings to
		get you your deferment.

<b>				MICHAEL
</b>		I never asked for it; I don't want
		it.

<b>VIEW ON DON CORLEONE
</b>
Disturbed; but wise and prudent.

<b>				DON CORLEONE
</b>		My son wants to talk about this,
		and so we'll talk, but not at the
		dinner table.

He rises, and starts across the room toward his study.  Then
he looks back.

<b>				DON CORLEONE
</b>		Michael.

He disappears into his study.  Michael rises, glances around.
People are generally tense over the situation.  Michael
follows his father into the study.

<b>INT. DON CORLEONE'S OLD STUDY - NIGHT
</b>
The Don closes the door behind his son, and then moves
across the room.  He stops at the little bar there, and
pours himself a brandy.

<b>				DON CORLEONE
</b>		Would you like some?

<b>				MICHAEL
</b>		No, Dad.

<b>				DON CORLEONE
</b>		Now what is this talk about joining
		the army?  Eh?

<b>				MICHAEL
</b>		It's not talk; I'm doing it.

<b>				DON CORLEONE
</b>		You would risk your life for
		strangers?

<b>				MICHAEL
</b>		Not for strangers; for my country.

<b>				DON CORLEONE
</b>		Anyone not in your family, is a
		stranger.  Believe me, when trouble
		comes, your country won't take care
		of you.

<b>				MICHAEL
</b>		That's how it was in the old world,
		Pop, but this is not Sicily.

<b>				DON CORLEONE
</b>		I know.  I know, Michael.  It's
		Christmas, your brothers and sister
		are all here -- we are happy.
		Let's not spoil this.  Go your own
		way, but when you are ready, come
		to me the way a son should.  I have
		hopes for you...

<b>CLOSE VIEW ON MICHAEL
</b>
looking at his father with a mixture of great love, and also
fear, and confusion.

<b>				MICHAEL
</b>		I won't be a man like you.

<b>							DISSOLVE TO:
</b>
<b>EXT. THE TAHOE ESTATE - HIGH FULL VIEW - DAY
</b>
The leaves are blowing.  MUSIC comes up.

Michael and his young son, Anthony, walk through the grounds
of the estate, talking about things we cannot hear.
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